THE  LIBRARY 

OF 

THE  UNIVERSITY 
OF  CALIFORNIA 

LOS  ANGELES 


\ 


NEW  SECRETARY'S  MANUAL 

A  Compendium  of  Forms,  Instruction 
and  Legal  Information  for 
Secretaries  of  Corpora- 
tions and  Others 


BY  W.  A.  CARNEY 


PUBLISHED  BY  THE  AUTHOR 

Santa  Paula,  California 

1899 


T 

c- 

I?  99 


COPYRIGHT,  1899,  BY  W.  A.  CARNEY 


TO 
HON.  THOMAS   R.  BARD, 

OF  HUENEME,  VENTURA  COUNTY,  CALIFORNIA, 

WHOSE   ABILITY 

AS   AN   ORGANIZER   AND   DIRECTOR   OF   CORPORATIONS, 
AND   WHOSE   SKILL   AS   A   PRESIDING  OFFICER, 
ARE    SECONDARY     ONLY     TO     HIS    IN- 
TEGRITY   AND    WORTH  AS   A 

CITIZEN   AND   MAN, 
THIS   WORK  IS   RESPECTFULLY  INSCRIBED 

BY   THE   AUTHOR. 


G67678 


PREFACE. 

THE  Secretary's  Manual,  which  has  been  before  the 
public  for  the  past  seven  years,  and  has  met  with  a  cordial 
reception,  is  now  revised,  rearranged  in  part,  and,  with 
additional  new  matter,  is  submitted  under  the  title  of 
"New  Secretary's  Manual,"  to  that  intelligent  class  for 
whom  the  book  is  particularly  designed,  with  the  expecta- 
tion that  it  will  more  nearly  than  heretofore  meet  their 
wants  and  merit  their  approbation.  THE  AUTHOR. 

Santa  Paula,  Cat., 
December  /,  1899. 


CONTENTS 

OF 

NEW   SECRETARY'S   MANUAL. 

PART  FIRST:    INCORPORATION. 

The  Corporation i 

Promoters  and  Prospectus 6 

Subscription  Agreements 8 

Preparing  and  Filing  Articles  of  Incorporation 9 

Forms  of  Articles  of  Incorporation 21-64 

PART  SECOND:    ORGANIZATION. 

Adoption   By-Laws 68 

First  Meeting  of  Stockholders 81 

First  Meeting  of  Directors 82 

PART  THIRD:    THE  GOING  CONCERN. 

Directors,  Officers,  and  Agents 86 

Corporate  Books  and  Records 100 

Corporate  Meetings 115 

Miscellaneous  Minute  Book  Entries 132 

Resolutions 145 

Stock  and  Stockholders 160 

Subsequent  Changes  in  Articles  of  Incorporation 175 

Corporate  Contracts,  Deeds  and  Notes 198 

Miscellaneous  Forms 209 

Powers  of  Attorney 214 

Notices 222 

PART  FOURTH:    DISSOLUTION. 

Instructions  and  Forms  in  Dissolution 233 

Index  to  Forms 251 

Index  to  Text 247 

(vii) 


PART    FIRST. 


INCORPORATION. 


THE  CORPORATION. 

Persons,  Two  Classes. — Natural  Person  Defined. — Artificial 
Person  Defined. — Object  of  Incorporation. — Distinction 
Between  a  Natural  Person  and  a  Corporation. — Corpo- 
rations Classified. — Corporate  Powers. — Disfranchise- 
ment  and  Amotion. — Corporate  Property. 

In  law,  there  are  two  classes  of  persons,  viz. : 
natural  and  artificial. 

A  natural  person  is  a  living  human  being. 

An  artificial  person,  or  a  corporation,  is  a  creature 
of  the  law,  having  certain  of  the  powers  and  duties  of 
a  natural  person. 

The  object  of  incorporation,  that  is,  the  act  of 
creating  a  corporation,  is  to  bestow  the  character 
and  properties  of  individuality  on  a  collective  and 
changing  body  of  men;  to  gather  the  required  capital 
from  numerous  sources;  to  conduct  the  business  by 
means  of  a  directory  of  capable  and  experienced  men; 

(i) 


2  NEW  SECRETARY'S  MANUAL. 

to  admit  of  accession  to,  or  retirement  from,  the  ranks 
of  the  shareholders  without  dissolution  of  the  artificial 
being;  to  limit  the  liability  of  the  shareholders  to  fixed 
amounts;  and  to- permit  of  the  evidences  of  ownership 
being  transferred,  pledged  or  bequeathed  almost  at 
will. 

The  distinction  between  a  natural  person  and  a 
corporation  is  that  while  the  former  may  make  any 
contract  not  prohibited  by  law  or  against  public  policy, 
the  latter  can  exercise  no  power  not  expressly  con- 
ferred by  its  charter. 

As  regards  the  ends  for  which  they  are  created, 
corporations  are  classified  as  public,  quasi-public  and 
private. 

A  Public  Corporation  is  one  formed  for  the  purpose 
of  administering  public  affairs.  Its  object  is  govern- 
mental, not  commercial;  it  can  not  exceed  the  powers 
granted  expressly  by  its  charter,  or  by  necessary 
implication,  and  must  act  strictly  in  the  mode  pre- 
scribed by  its  charter.  Counties,  cities,  and  towns 
are  public  corporations. 

A  Quasi-Public  Corporation  is  one  technically  pri- 
vate, but  has  in  view  some  great  public  enterprise  in 
which  the  public  interests  are  involved  to  such  an  ex- 
tent as  to  justify  conferring  upon  such  corporation  im- 
portant governmental  powers.  An  irrigation  district 
is  a  quasi-public  corporation. 

A  Private  Corporation  is  one  formed  by  the  volun- 
tary association,  in  the  manner  prescribed  by  statute, 
of  a  certain  number  of  natural  persons  for  the  prosecu- 


NEW  SECRETARY'S  MANUAL.  3 

tion  of  any  lawful  business.  Its  object  is  to  promote 
private  interests.  Manufacturing  companies  are  pri- 
vate corporations. 

Private  corporations  are  distinguished  as  formed 
either  for  pecuniary  profit  or  other  than  for  pecuniary 
profit. 

Corporations  for  pecuniary  profit,  or  business  cor- 
porations, include  the  great  variety  of  undertakings  in 
which  men  engage,  the  ultimate  object  of  which  is 
gain. 

Corporations  other  than  for  pecuniary  profit  em- 
brace religious,  charitable  and  educational  corpora- 
tions. 

As  regards  the  number  of  persons  composing  them, 
corporations  are  either  aggregate  or  sole. 

A  corporation  aggregate  is  one  composed  of  two  or 
more  natural  persons. 

A  corporation  sole  is  a  single  natural  person  invested 
with  corporate  powers.  A  corporation  sole  has  no 
need  of  a  corporate  seal,  or  a  secretary,  treasurer,  or 
by-laws,  as  its  will  regulates  its  acts. 

With  respect  to  the  place  of  its  creation,  a  corpo- 
ration is  either  domestic  or  foreign. 

A  Domestic  Corporation  is  one  doing  business  within 
the  limits  of  the  State  in  which  it  was  created. 

A  Foreign  Corporation  is  a  corporation  created  by 
or  under  the  laws  of  any  other  State,  government  or 
country.  A  corporation  created  by  legislation  of  Con- 
gress is  a  foreign  corporation  in  a  State. 

Further  distinctions  are  also  made,  a  corporation 


4  NEW  SECRETARY'S  MANUAL. 

having  a  capital  stock  being  termed  a  stock  corpora- 
tion, its  component  parts  being  called  stockholders; 
and  a  corporation  having  no  capital  stock  being 
termed  a  non-stock  corporation,  its  component  parts 
being  called  members.  In  England,  companies  are 
divided  into  two  classes — public  and  private,  and  a 
public  company  is  defined  to  be  one  which  is  carried 
on  by  means  of  capital  subscribed  by  the  public  at 
large. 

A  corporation  possesses  no  powers  except  those 
given  by  its  charter,  either  by  express  language  or 
implied  as  necessary  in  strict  furtherance  of  the  business 
of  the  corporation.  Powers  not  conferred  on  a  corpo- 
ration are  withheld  as  much  as  though  express  language 
of  prohibition  was  employed. 

The  power  to  do  acts  and  make  contracts  necessary 
to  enable  a  corporation  to  answer  the  ends  of  its  crea- 
tion, like  the  express  grants  of  power,  is  to  be  strictly 
construed,  and  is  limited,  by  all  the  cases  and  by  the 
general  principles  of  all  the  books,  with  this  qualifica- 
tion, that  even  for  this  purpose  the  company  can  not 
engage  in  any  new  and  distinct  enterprise,  involving 
new  risks  to  its  stockholders,  and  not  fairly  within  the 
terms  of  the  original  grant. 

A  corporation,  when  created,  possesses  certain 
attributes,  or  inherent  powers,  which  are  deemed  in- 
separable to  it.  These  powers  are: — 

(1)  Succession  by  its  corporate  name  for  the  period 
limited,  and  when  no  period  is  limited,  perpetually. 

(2)  To  sue  and  be  sued  in  any  court. 


NEW    SECRETARY  S    MANUAL.  5 

(3)  To  make  and  use  a  common  seal  and  alter  the 
same  at  pleasure. 

(4)  To  purchase,  hold   and  convey  such  real  and 
personal  estate  as  the  purposes  of  the  corporation  may 
require,  not  exceeding  the  amount  limited  by  law. 

(5)  To   make  by-laws,   not   inconsistent   with   any 
existing  law,  for  the  management  of  its  property,  the 
regulation  of  its  affairs,  and  the  transfer  of  its  stock. 

(6)  To  appoint  such  subordinate  officers  or  agents 
as  the  business  of  the  corporation  may  require,  and  to 
allow  them  suitable  compensation. 

The  power  inherent  in  some  classes  of  corporations, 
in  some  cases,  to  expel  members  for  sufficient  cause, 
is  termed  disfranchisement.  The  term  amotion  is 
applied  to  the  removal  of  an  officer  of  a  corporation. 
A  corporation,  having  a  capital  stock,  can  not  exercise 
the  right  of  disfranchisement  to  expel  a  member  who 
is  interested  in  the  corporation  as  a  proprietor. 

The  corporation,  not  the  stockholders  or  members, 
owns  the  corporate  property,  and  such  property  is 
not  subject  to  the  control  of  the  individual  members, 
whether  acting  jointly  or  separately.  The  corpora- 
tion alone,  acting  through  its  officers,  can  encumber 
or  transfer  the  corporate  property,  and  a  conveyance 
by  the  corporation,  to  be  binding  upon  it,  must  be 
under  its  corporate  name  and  seal.  The  property  of 
the  corporation  may  consist  of  three  separate  and  dis- 
tinct things,  which  are  its  capital  stock,  its  surplus  and 
its  franchise.  These  three  things,  which  are  several 
in  the  ownership  of  the  corporation,  are  united  in  the 
ownership  of  the  shareholders. 


NEW  SECRETARY'S  MANUAL. 


PROMOTERS  AND  PROSPECTUS. 

Promoter  Defined. — Promotion  in  England. — Underwriting. 
— Promotion  in  America. — The  Prospectus. 

A  promoter  is  a  person  who  arranges  the  details 
of  a  corporate  business  prior  to  incorporation.  He 
may,  or  may  not,  be  one  of  the  incorporators. 

In  England,  particularly  in  London,  the  floatation 
of  first-class  industrial  concerns,  showing  large  and 
substantial  profits,  especially  if  such  profits  can  be 
proven  to  be  progressive,  is  a  regular  branch  of  busi- 
ness, and  is  conducted  by  promoters,  of  whom  there 
are  several  degrees  or  castes.  In  some  instances  the 
promoter  highest  in  rank  is  represented  as  the  capital- 
ist by  his  humbler  brethren  of  the  craft,  and  prospec- 
tive venders  are  thus  led  on,  at  considerable  expense, 
to  meet  with  bitter  disappointment  in  the  end.  A 
promoter  of  recognized  standing  in  his  profession, 
upon  undertaking  the  floatation  of  a  company,  de- 
posits with  some  bank  a  sum  sufficient  to  prove  that 
he  is  acting  in  good  faith,  and  such  sum,  in  the  event 
of  his  not  carrying  the  business  through,  is  forfeitable 
to  the  vendors,  it  being  agreed,  however,  between  the 
parties,  that  such  forfeiture  shall  constitute  the  limit  of 
liability  on  the  part  of  the  promoter  in  the  event  of  his 
failure  to  make  the  venture  a  success. 

A  promoter,  in  the  event  of  his  entering  into  a  con- 
tract for  the  floatation  of  a  company,  usually  procures 


NEW   SECRETARY  S    MANUAL.  7 

underwriters  for  the  bulk  of  the  stock  offered  to  the 
public,  and  such  underwriters  guarantee  to  subscribe 
for,  and  make  payments  on,  so  much  of  the  stock  as 
the  public  do  not  take,  in  addition  to  the  deposit  made 
by  the  promoter.  It  may  be  remarked  that  it  is 
necessary,  in  order  to  attract  English  capital,  particu- 
larly where  the  business  to  be  acquired  is  located  out- 
side of  England,  that  the  vendors  should  take  a  con- 
siderable portion  of  the  purchase  consideration  in 
shares  of  the  projected  new  company. 

In  our  own  country,  not  a  few  of  the  new  corpora- 
tions are  in  the  hands  of  schemers,  speculators  and 
promoters.  It  is  not  an  uncommon  thing  to  form  a 
combination  of  manufacturing  industries,  representing 
a  total  cash  valuation  of  say  $5,000,000,  and  to  in- 
corporate for  say  $50,000,000.  The  proprietor 
receives  from  $5,000,000  to  $10,000,000  for  his 
services,  a  lot  of  common  stock  is  issued,  and  is 
divided  among  the  manipulators.  The  stock  is  placed 
on  the  market,  boomed  with  favorable  announcements, 
and  sold  for  par,  x>r  nearly  at  par,  to  investors,  who 
become  the  stockholders.  Prior  to  entering  into  the 
combination,  the  companies  who  united  to  form  it 
were  perhaps  paying  very  small  dividends,  or  even 
running  at  a  loss,  and  the  stock  of  the  combination  is 
so  heavily  watered  that  it  is  impossible  to  pay  remun- 
erative dividends ;  the  result  is  that  the  investing 
stockholders  are  simply  fleeced. 

A  prospectus  is  a  paper  setting  forth  the  name, 
officers,  objects  and  proposed  operations  of  a  corpora- 


8  NEW  SECRETARY'S  MANUAL. 

tion,  and  a  statement  of  the  estimated  profits  to  be 
derived  from  such  operations,  and  copies  thereof  are 
circulated  among  would-be  investors  for  the  purpose 
of  inducing  them  to  become  financially  interested  in 
the  enterprise. 


SUBSCRIPTION   AGREEMENTS. 

Corporate  Share  Defined. — Subscribers  Defined. — Nature  of 
Subscription  Contract. 

A  corporate  share  has  been  defined  to  be  the  right 
to  partake,  according  to  the  amount  put  into  the 
corporate  fund,  of  the  surplus  profits,  and,  upon  the 
dissolution  of  the  corporation,  of  the  fund  remaining 
after  the  payment  of  the  corporate  debts.  A  share  is 
a  mere,  ideal  incorporeal  thing. 

The  persons  uniting  to  form  a  corporation,  agree- 
ing each  to  take  a  certain  number  of  shares  therein, 
are  called  subscribers.  While  a  corporation  continues 
in  lawful  existence,  carrying  on  the  business  for  which 
it  was  created,  the  shares  can  not  be  segregated  or 
withdrawn. 

A  subscription  to  stock  is  a  contract,  the  considera- 
tion being  the  right  of  membership  and  the  interests 
accruing  therefrom.  A  promise  to  take  shares  imports 
a  promise  to  pay  for  them.  Subscriptions  to  stock 
are  usually  effected  in  one  of  two  ways:  by  signing  a 
subscription  agreement  (which  may  be  informal  if  the 
intentions  of  the  parties  can  be  ascertained  from  it),  or 


NEW   SECRETARY  S    MANUAL.  9 

by  signing  the  articles  of  incorporation,  which,  ordi- 
narily, contains  a  list  of  the  subscribers,  with  the 
number  of  shares  set  opposite  each  name.  Upon  so 
signing,  each  subscriber  becomes  severally  a  debtor  of 
the  company.  Any  secret  agreement,  between  the 
subscribers,  or  between  the  directors  and  the  subscrib- 
ers, whereby  one  or  more  of  the  subscribers  shall  pay 
only  a  part  of  his  or  their  subscription,  is  inoperative 
and  void  as  to  the  other  subscribers,  or  to  the  creditors 
dealing  with  the  company  on  the  faith  of  its  sub- 
scribed capital.  Actual  payment  in  good  faith  is 
required,  and  can  not  be  defeated  by  a  pretended 
payment. 

PREPARING  AND  FILING  ARTI- 
CLES OF  INCORPORATION. 

General  Law  Defined. — What  Is  Meant  by  Substantial  Com- 
pliance Therewith. — Form  Defined. — Incorporators  De- 
nned.— Qualifications  of  Incorporators. — Requirements 
of  the  Articles. — The  Corporate  Name. — The  Principal 
Place  of  Business. — The  Purposes  of  the  Corporation. — 
Duration  of  the  Corporation. — Qualifications  of  Direct- 
ors.— Acknowledgment  by  Subscribers  to  Articles. — 
Special  Provisions  of  State  Laws. — Two  Modes  of  Fil- 
ing Articles. — Charter  Defined. — Irregular  Incorpora- 
tion. 

In  former  times,  the  variant  provisions  contained  in 
charters,  by  which  corporations  were  created  under 
special  acts  of  Legislature,  occasioned  much  annoyance 


10  NEW   SECRETARY  S    MANUAL. 

both  to  creditors  and  to  the  State,  and,  in  conse- 
quence, most  of  the  State  constitutions  now  authorize 
the  creation  of  corporations  under  general  laws,  but 
forbid  their  creation  by  special  acts.  A  general  law 
is  a  statute  which  confers  the  same  general  powers  on 
all  similar  associations  for  like  purposes  which  may 
avail  themselves  of  its  provisions;  it  is  a  law  that 
applies  to  all  of  a  class  in  a  State,  and  comprehends 
the  genus,  not  the  species.  Under  these  general  laws, 
the  persons  uniting  to  create  a  corporation,  by  a  sub- 
stantial compliance  with  a  few  formal  requisites,  may 
organize  themselves  into  a  company  for  almost  any 
business  or  social  purpose. 

The  right  to  be  a  corporation  is  in  itself  a  franchise; 
that  is  to  say,  it  is  a  privilege  conferred  by  the  govern- 
ment on  individuals,  which  privilege  does  not  belong 
to  the  citizens  of  the  country  by  common  right;  and, 
to  acquire  a  franchise  under  a  general  law,  there  must 
be  a  substantial,  not  a  literal,  compliance  with  the 
prescribed  statutory  conditions.  Every  positive  statu- 
tory requirement  is  a  condition  precedent  to  acquiring 
a  statutory  right,  and  no  such  requirement  can  be 
omitted,  on  the  ground  that  it  is  unimportant,  simply 
because  a  substantial  compliance  will  do.  What  is 
meant  by  a  substantial  compliance  may  be  illustrated 
by  reference  to  the  case  where  the  place  of  business 
of  the  corporation  was  set  forth  in  the  articles  of 
incorporation,  but  such  place  was  not  described  as  the 
"principal  place  of  business,"  as  the  law  required. 
The  court  held,  however,  that  the  statement  would 


NEW   SECRETARY  S    MANUAL.  I.I 

seem  to  imply  that  it  was  not  only  the  principal,  but 
the  only,  place  of  business.  In  another  case,  that  of 
a  railroad  company,  the  affidavit  required  to  be  at- 
tached to  the  articles  stated  that  ten  per  cent  of  the 
amount  subscribed  had  been  actually  paid  in,  but 
omitted  the  words  "in  good  faith,"  which  the  statute 
required.  The  affidavit  was  held  to  be  sufficient;  that 
if  payment  was  actually  made  in  cash,  it  must  have 
been  made  in  good  faith,  and  that  if  payment  were 
make  by  checks  drawn  against  sufficient  funds  in  a 
bank,  which  was  ready  to  accept  and  pay  the  checks, 
there  was  substantially  payment  in  cash. 

A  form  has  been  defined  to  be  that  something  which 
may  remain  uniform  and  unaltered  while  the  matter 
inserted  in  it  may  be  varied.  The  law  regards  sub- 
stance more  than  form;  yet  experience  teaches  that  it 
is  well  to  adhere  to  the  ordinary  and  concise  language 
of  approved  forms,  lest,  in  departing  too  far  from  the 
form,  the  substance  be  not  stated. 

In  creating  a  private  corporation,  the  incorporators 
must  prepare  a  written  form  or  instrument,  known  as 
"Articles  of  Incorporation,"  "Articles  of  Associa- 
tion," or  "Certificate  of  Incorporation."  The  form 
of  this  instrument,  as  well  as  the  manner  of  filing  it, 
varies  in  the  several  States,  and  in  some  of  the  States 
there  is  no  standard  blank  form  for  this  purpose.  A 
blank  form  of  the  instrument  may  usually  be  had  by 
applying  to  the  nearest  dealer  in  legal  stationery. 

The  incorporators  are  the  several  natural  persons 
uniting  to  create  the  corporation. 


12  NEW    SECRETARY  S    MANUAL. 

The  incorporators,  as  well  as  the  directors,  of  a 
corporation  must  be  natural  persons  of  full  age;  part- 
nerships, or  other  corporations,  would  not  come  within 
the  meaning  of  the  statute.  A  minor  should  not  be 
permitted  to  become  an  incorporator,  nor  should  he 
be  elected  a  director;  contracts  made  by  him  in  this 
respect  could  be  disaffirmed  either  before,  or  within  a 
reasonable  time  after,  attaining  his  majority. 

In  California,  Colorado,  New  York,  and  Idaho  a 
majority  of  the  incorporators  must  be  residents;  in 
Maryland  all  must  be  citizens  of  the  United  States 
and  a  majority  citizens  of  Maryland;  and  in  Ohio  a 
majority  must  be  citizens. 

The  articles  of  incorporation  of  a  commercial  cor- 
poration formed  under  the  statutes  of  California,  must 
be  subscribed  by  at  least  five  persons,  and  in  New 
York,  New  Jersey,  or  Delaware,  by  at  least  three. 

The  instrument  (articles  of  incorporation)  contains 
some  or  all  of  the  following  statement  of  facts, 
to  wit : — 

(a)  The  name  of  the  corporation. 

(3)  The  place  where  the  principal  business  is  to 
be  transacted. 

(V)  The  purposes  for  which  the  corporation  is 
created. 

(dT)  The  duration  or  existence  of  the  corporation. 

(e)  The   number  and   names   of  the  directors  ap- 
pointed by  the  incorporators. 

(f)  The  amount  of  the  capital  stock,  the  number 


NEW   SECRETARY  S    MANUAL.  13 

of  shares  into  which  it  is  divided  and  the  par  value  of 
each  share. 

(£•)  The  amount  of  the  capital  stock  actuary  sub- 
scribed, the  names  of  the  subscribers,  and  the  amounts 
subscribed  by  each. 

(Jt)  Signatures  of  subscribers. 

(z)  Acknowledgment  by  subscribers. 

In  adopting  a  name  for  the  proposed  new  corpora- 
tion, the  duty  devolves  upon  the  incorporators  of 
ascertaining  whether  or  not  such  name  is  already  in 
use,  and  such  fact  may  be  learned  by  inquiry  at  the 
office  of  the  Secretary  of  State.  The  corporators 
should  see  to  it  that  the  name  adopted  is  not  similar 
to,  or  liable  to  be  mistaken  for,  the  name  of  any  other 
corporation  organized  under  the  laws  of  the  same 
State.  Without  a  corporate  name  a  corporation  can 
not  exist;  it  is  its  name  which  gives  it  identity  as 
an  artificial  person.  Exceedingly  lengthy  corporate 
names  are  undesirable,  and  in  actual  use  necessitate 
more  or  less  abbreviation. 

The  words  ' '  The ' '  and  ' '  Company ' '  are  not  essen- 
tial parts  of  a  corporate  name  except  in  Ohio.  In 
Louisiana,  a  commercial  corporation  must  use  the 
word  ' '  Limited, ' '  as  otherwise  the  members  of  the 
corporation  are  liable  for  all  damages.  The  word 
"Incorporated"  must  appear  immediately  under  the 
name  of  each  corporation  created  under  the  laws  of 
Delaware. 

The  misnomer  of  a  corporation  in  any  written  in- 
strument does  not  invalidate  the  instrument  if  it  can 


14  NEW  SECRETARY'S  MANUAL. 

be  reasonably  ascertained  from  it  what  corporation 
is  intended.  Error  in  writing  the  corporate  name, 
however,  frequently  occasions  expensive  litigation. 

The  principal  place  of  business  of  a  corporation  is 
its  legal  residence,  and  where  its  officers  and  books 
may  be  found.  The  omission  to  state  the  principal 
place  of  business  is  a  fatal  defect  in  the  articles  of 
incorporation. 

The  purposes  and  powers  of  a  corporation  must  be 
such  as,  in  their  nature,  can  be  performed  by  a  cor- 
poration—  that  is,  by  a  fictitious  person  in  the  law, 
and  the  purposes  must  be  those  which  individuals 
could  lawfully  associate  themselves  together  to  accom- 
plish. 

The  purposes  for  which  the  corporation  is  formed 
must  be  set  out  in  the  certificate,  and  in  defining  such 
purposes,  precise  and  unambiguous  language  should 
be  employed,  as  beyond  the  powers  inherent  in  the 
corporation,  the  putting  into  execution  of  its  purposes 
will  largely  depend  upon  this  clause.  (See  Forms 
Nos.  5,  8,  9,  12,  13,  14,  15,  16,  17,  18,  19,  20,  21,  22.) 

New  Jersey  was  one  of  the  first  States  to  allow  cor- 
porations to  hold  and  own  stock  and  bonds  of  other 
corporations,  and  this  power  is  now  recognized  in 
many  other  States. 

In  some  of  the  States,  the  maximum  amount  of 
money  that  can  be  borrowed  must  be  set  forth  in  the 
articles  of  incorporation,  and  in  others,  corporations 
can  not  create  indebtedness  in  excess  of  their  capital 
stock.  New  Jersey  corporations  can  borrow  all  the 


NEW  SECRETARY'S  MANUAL.  15 

money  that  commercial  and  economic  confidence  will 
give  them. 

Every  corporation  is  presumed  to  have  the  power 
to  purchase  and  hold  real  estate,  but  no  corporation 
may  acquire  any  more  real  property  than  may  be 
reasonably  accessary  for  the  transaction  of  its  business. 
The  general  rule  is  that  where  a  corporation  is  au- 
thorized for  some  purposes,  or  to  a  limited  extent,  to 
take  conveyances  of  and  hold  real  estate,  a  deed  of 
lands,  for  other  purposes,  or  beyond  the  limit  allowed, 
is  not  absolutely  void,  but  passes  the  title  as  between 
the  parties,  subject  only  to  be  inquired  into  in  a  direct 
proceeding  by  the  State. 

One  of  the  elements  in  the  legal  conception  of  a 
corporation  is  capacity  for  perpetual  existence,  but 
many  of  the  States  have  placed  twenty  or  fifty  years 
as  the  limit  of  corporate  life.  In  New  Jersey  and 
Delaware,  the  duration  of  a  corporation  may  be  fixed 
as  perpetual. 

The  laws  of  many  of  the  States,  and  the  by-laws 
made  in  pursuance  of  such  State  laws,  provide  that 
each  director,  as  a  qualification  for  office,  shall  hold 
one  or  more  shares  of  the  corporation,  the  object 
being  that  the  affairs  of  a  business  corporation  shall  be 
intrusted  only  to  those  having  a  pecuniary  interest  in 
its  welfare.  It  is  necessary,  therefore,  that  the  direc- 
tors named  in  the  articles  of  incorporation  should 
be  selected  from  among  the  incorporators,  and  in 
many  instances  the  directors  and  the  incorporators  are 
identical. 


1 6  NEW  SECRETARY'S  MANUAL. 

Each  of  the  incorporators,  signing  the  articles,  is 
required  to  make  acknowledgment  to  his  signature 
before  a  Notary  Public.  The  certificate  of  the  Notary 
secures  the  State,  and  all  concerned,  against  the  possi- 
bility of  any  fictitious  names  being  subscribed  to  the 
articles,  and  furnishes  proof  of  the  genuineness  of  the 
signatures.  An  instrument  which  has  been  acknowl- 
edged may  be  offered  in  court  without  further  proof. 
The  signing  and  acknowledgment  by  the  stockholders 
are  express  conditions  precedent,  such  as  are  herein- 
before referred  to,  and  can  not  be  dispensed  with  in 
a  valid  instrument  of  incorporation. 

Under  the  war  revenue  law  of  1898,  the  certificate 
or  articles  of  incorporation,  and  each  certificate  of 
acknowledgment  attached  thereto,  are  required  to 
have  affixed  and  canceled  revenue  stamps  to  the  value 
of  ten  cents. 

In  the  laws  of  most  of  the  States,  there  are  special 
provisions  in  respect  to  banking  companies,  building 
and  loan  associations,  benevolent  and  literary  asso- 
ciations, cemetery  associations,  insurance  companies, 
mining  companies,  religious  associations,  railroad 
companies,  savings  banks,  street  railway  companies, 
surety  companies,  water  works,  and  other  corpora- 
tions. In  California,  the  articles  of  incorporation  of 
any  railroad,  wagon  road  or  telegraph  organization 
must  set  forth  the  additional  facts  recited  in  form  No. 
6,  and  of  late  there  is  a  tendency  in  some  of  the 
States  to  provide  for  the  creation  of  co-operative 
associations,  which  differ  in  some  respects  from  the 


NEW   SECRETARY  S   MANUAL.  IJ 

ordinary  corporation.  In  deciding  upon  the  amount 
of  the  capital  stock  for  which  they  shall  subscribe,  tlie 
incorporators  should  keep  in  mind  the  requirements 
of  the  law  under  which  they  are  incorporating,  and 
also  the  means  whereby  they  propose  to  meet  ex- 
penses. In  California,  for  instance,  assessments  can 
be  levied  by  the  directors  only  after  one-fourth  of  the 
capital  stock  has  been  subscribed,  and  no  assessment 
must  exceed  ten  per  cent  of  the  amount  of  the  capital 
stock  named  in  the  articles  of  incorporation,  except 
that,  if  the  capital  has  not  been  paid  up,  and  the 
corporation  is  unable  to  meet  its  liabilities,  then  the 
assessment  may  be  for  the  full  amount  unpaid  on  the 
capital  stock.  Under  this  law,  if  the  incorporators 
intend  to  meet  expenses,  pay  debts,  and  conduct  the 
business  by  means  of  assessments,  they  should  see  to 
it  that  one-fourth  of  the  capital  stock  is  subscribed, 
and  that  an  assessment,  not  exceeding  ten  per  cent, 
will  provide  the  company  with  funds  for  a  certain 
period  or  purpose.  In  New  Jersey,  incorporators  are 
required  to  embody  in  the  certificate  of  incorporation 
or  by-laws  the  day  or  days  on  which  dividends  are  to 
be  declared,  and  if  such  days  are  not  so  appointed, 
then  dividends  must  be  declared  uniformly  in  January 
jn  each  year.  These  instances  of  the  requirements  of 
State  laws  might  be  multiplied;  but  enough  has  been 
said  to  indicate  that  incorporators  should  have  some 
familiarity  with  the  law  under  which  they  propose  to 
incorporate.  And  if  the  articles  of  incorporation 
differ  materially  from  the  ordinary  form,  the  incorpo- 


1 8  NEW  SECRETARY'S  MANUAL. 

rators  will  do  well  to  have  the  instrument  prepared  by 
a  corporation  lawyer. 

The  manner  of  filing  the  articles  of  incorporation 
in  the  United  States  may  be  divided  into  two  general 
modes,  namely:— 

(i)  In  Illinois  and  some  of  the  other  States,  the 
promoters,  or  persons  desiring  to  incorporate,  pre- 
pare, acknowledge,  and  file  with  the  Secretary  of 
State,  or  other  designated  officer,  a  written  declara- 
tion, signed  by  them,  setting  forth  a  statement  of  the 
usual  facts  enumerated  in  articles  of  association. 
Upon  filing  such  written  declaration,  the  Secretary  of 
State  issues  a  commission,  constituting  such  persons 
commissioners,  or  board  of  incorporators,  and  giving 
them  authority  to  open  books  of  subscription  to  the 
capital  stock.  When  a  certain  percentage  of  the 
capital  stock  has  been  subscribed,  the  incorporators 
call  a  meeting  of  the  subscribers,  and  at  such  meeting 
a  Board  of  Directors,  and,  in  some  cases,  a  President 
and  other  executive  officers,  are  elected.  Upon  such 
organization  and  the  payment  of  a  certain  percentage 
of  the  capital  stock,  the  commissioners  prepare  and 
file  with  the  Secretary  of  State,  or  other  designated 
officer,  a  certificate  of  such  proceedings,  which  certifi- 
cate must  be  verified  or  acknowledged  in  the  manner 
prescribed  by  the  statute.  Upon  filing  such  certifi- 
cate, the  Secretary  of  State,  or  other  designated 
officer,  issues  certificate  of  organization,  attaching  to 
it  a  copy  of  all  of  the  papers  previously  prepared; 
the  Secretary's  certificate  and  accompanying  papers 


NEW    SECRETARY  S    MANUAL.  19 

are  then  recorded  in  the  office  of  the  county  recorder 
of  the  county  in  which  the  principal  place  of  business 
is  located,  and  the  corporation  is  created. 

(2)  In  organizing  a  corporation  of  California,  the  best 
practise  is  to  prepare  the  original  articles  of  incorpora- 
tion, in  the  prescribed  form,  and  also  three  copies 
thereof;  one  of  the  copies  is  retained  by  the  incorpo- 
rators,  and  the  original  and  the  remaining  two  copies 
are  forwarded  by  mail,  or  delivered  personally,  to  the 
County  Clerk  of  the  county  in  which  the  principal 
place  of  business  of  the  corporation  is  located.  The 
County  Clerk  files  the  original  in  his  office,  and  at- 
taches certificate  of  filing  to  the  two  copies,  which  are 
then  forwarded  to  the  Secretary  of  State.  The  Secre- 
tary of  State  files  one  of  the  certified  copies  in  his 
office,  and  attaches  certificate  of  filing  to  the  other. 
Upon  such  filing,  the  Secretary  of  State  issues,  over 
the  great  seal  of  State,  a  certificate  of  incorporation.* 
The  certificate  of  incorporation,  and  the  certified  copy 
of  the  articles  of  incorporation,  are  then  forwarded  to 
the  incorporators,  by  express,  C.  O.  D.  The  certified 
copy  of  the  articles  of  incorporation,  upon  being  re- 
ceived from  the  Secretary  of  State,  is  filed  by  the  in- 
corporators in  the  office  of  the  County  Clerk  in  which 
the  property,  or  principal  place  of  business,  of  the 
corporation  is  located.  The  copy  so  certified  to  by 
the  Secretary  of  State  must  be  received  in  all  the 
courts  and  other  places  as  prima  facie  evidence  of 
the  facts  therein  stated. 


*  See  Form  No.  9. 


20  NEW  SECRETARY'S  MANUAL. 

In  the  majority  of  the  States  and  Territories  a 
method  similar  to  that  explained  in  the  preceding 
paragraph,  is  followed  in  preparing  and  filing  articles 
of  incorporation  or  articles  of  association. 

Inasmuch  as  the  word  ' '  charter ' '  is  sometimes  used 
to  designate  the  articles  of  incorporation  of  a  private 
corporation,  some  confusion  exists  as  to  what  is 
comprised  in  the  term;  it  has  been  thus  defined: — 

A  general  statute,  authorizing  the  incorporation  of 
companies,  and  the  articles  of  incorporation  entered 
into  under  such  law,  are  considered  in  the  nature  of  a 
grant  from  the  State,  and  these,  taken  together,  con- 
stitute the  charter  of  a  private  corporation.  Every 
charter  of  a  private  corporation  is  a  contract,  (i) 
between  the  State  and  the  corporation,  to  which  each 
is  solemnly  bound,  the  State  that  it  will  not  impair 
the  obligation,  and  the  corporation  that  it  will  perform 
the  objects  of  its  incorporation  and  keep  within  the 
powers  granted  to  it ;  (2)  between  the  stockholders, 
who  are  bound  to  consent  to  the  management  of  the 
affairs  of  the  corporation  by  the  majority,  and  by  the 
by-laws  which  that  majority  makes  ;  (3)  the  whole 
agree  with  each  other  that  they  will  apply  the  funds 
of  the  company  to  the  objects  and  purposes  of  the 
charter,  and  not  otherwise.  Such  contract  can  not  be 
impaired  by  subsequent  legislation. 

A  charter  may  be  forfeited  for  non-user  or  mis-user, 
but  its  dissolution  for  either  of  these  causes  can  be 
effected  only  by  the  judgment  of  a  court  of  compe- 


NEW    SECRETARY  S    MANUAL.  21 

i 

tent  jurisdiction.       Such    matters  can  not  be  set  up 
collaterally. 

The  due  incorporation  of  any  company,  claiming  in 
good  faith  to  be  a  corporation,  and  doing  business  as 
such,  can  not  be  inquired  into  collaterally  in  any 
private  suit  to  which  such  de  facto  corporation  may 
be  a  party.  A  corporation  de  facto  may  legally  do 
all  that  may  be  done  by  a  corporation  de  jure.  As 
against  all  persons  who  have  entered  into  contracts 
with  a  corporation,  although  its  organization  may 
have  been  irregular  or  defective,  it  is  sufficient  for  the 
corporation  to  show  that  it  constitutes  a  corporation 
de  facto.  Two  things  are  necessary  to  be  shown  in 
order  to  establish  a  corporation  de  facto,  viz.:  (i)  the 
existence  of  a  charter  or  some  law  under  which  a 
corporation,  with  the  powers  assumed,  might  lawfully 
be  created  ;  (2)  a  user  by  the  party  to  the  suit  of  the 
rights  claimed  to  be  conferred  by  such  charter  or  law. 


No.  i.— OFFICIAL  PROSPECTUS  OF  THE  JOSEPH  LADUE 
GOLD  MINING  AND  DEVELOPMENT  COMPANY  OF 
YUKON. 


Organized  under  the  Laws  of  the  State  of  New  Jersey . 

CAPITAL,       -      -      $5,000,000. 

Divided  into  500,000  shares  of  $10  each,  fully  paid  and 
non-assessable,  of  which  250,000  shares  are  now  offered  for 
subscription  at  par,  payable  as  follows: 

One-half  on  application,  and 

One-half  on  notice  of  acceptance  of  subscription. 


22  NEW   SECRETARY  S    MANUAL. 

Allotments  will  be  made  in  the  order  in  which  subscrip- 
tions are  received. 

Directors. 

MR.  JOSEPH  LADUE,  of  Dawson,  N.  W.  T. 
Hon.  CHAUNCEY  M.  DEPEW,  of  New  York,  President  New 
York  Central  and  Hudson  River  Railroad  Company,  etc. 

Officers. 

President  and  General  Manager. Mr.  JOSEPH  LADUE 

First  Vice- President Hon.  SMITH  M.  WEED 

Second  Vice- President Hon.  CHARLES  H.  MACINTOSH 

Treasurer  \ Mr  ELMER  F  BOTSFORD 

Secretary  / 

Assistant  Secretary Mr.  SAMUEL  T.  CONKLING 

Depositary:  THE  UNITED  STATES  NATIONAL  BANK,  New 

York,  N.  Y. 
Attorneys:  BROWN  &  WELLS,  36  Wall  Street,  New  York, 

and  BECKWITH  &  BOTSFORD,   Plattsburg, 

New  York. 
Judge   O.   J.    MORFORD,    Dawson,    Northwest 

Territory. 
Auditors:  MARWICK  &  MITCHELL,  C.  A.,  31  Nassau  St., 

New  York. 
General  Counsel ' :  Hon.  J.  S.  L'AMOREAUX,  150  Nassau  St., 

New  York. 


NEW  YORK  OFFICES: 

20  Nassau  Street,  New  York. 


PROSPECTUS. 

This  Company  has  been  organized  to  purchase  and  take 
over  the  valuable  mineral  and  other  properties  hereinafter 
described  and  originally  owned  and  developed  by  Mr.  Joseph 
Ladue,  of  Dawson,  N.  W.  T.,  nearly  all  of  which  properties 
are  now  productive. 


NEW    SECRETARY  S    MANUAL.  23 

The  said  properties  consist  of — 

(a)   A    WELL-KNOWN     AND    WONDERFULLY     RICH     GOLD 

PLACER  PROPERTY,  located  in  the  heart  of  the  Gold  Bottom 
Mining  District  of  the  Klondyke.  This  Gold  Placer  property 
embraces  a  zone  1,000  feet  in  length,  and  is  situated  near 
the  City  of  Dawson.  Development  work,  as  far  as  prosecuted, 
shows  the  existence  of  a  pay  streak  of  gravel  1,000  feet  in 
length,  4  feet  in  thickness,  with  a  known  width  of  200  feet, 
which,  with  further  development,  is  almost  certain  to  expand 
to  400  feet.  The  yield  of  this  property  shows  a  result  of  $12 
per  cubic  foot  in  coarse  nugget  gold.  Mr.  Ladue  estimates 

that  TEN  MEN,  WITH  PROPER  MACHINERY,  CAN  WASH  AND 
EXTRACT  AN  AVERAGE  OF  $3O,OOO  PER  WEEK  FROM  THIS 

PROPERTY,  basing  his  estimate  aipon  the  results  of  the  work 
already  done. 

A  conservative  estimate  of  the  value  of  the  gold  contained 
in  this  pay  streak  of  gravel,  taking  the  average  width  as  only 
200  feet,  the  length  as  1,000  feet,  and  the  thickness  as  4  feet, 
would  make  the  cubic  contents  of  the  pay  streak  800,000 
cubic  feet,  which,  at  the  average  value  of  $12  per  cubic  foot, 
would  give  the  sum  of  19,600,000.  This  result  is  reasonably 
certain  to  be  doubled,  as  the  average  total  width  of  gravel 
from  rim  to  rim  is  400  feet,  200  feet  more  than  assumed  in 
the  above  calculation. 

Since  the  departure  of  Mr.  Ladue  from  Dawson  City,  Mr. 
T.  W.  Kirkpatrick,  hereinafter  referred  to,  has  been  instructed 
to  acquire  other  placer  properties  for  his  benefit.  THOSE 

WHICH  ARE  ACQUIRED  AND  IN  PROCESS  OF  ACQUIREMENT 
WILL  HAVE  A  TOTAL  LENGTH  OF  ONE  MILE. 

Upon  the  completion  of  the  vesting  of  the  titles  to  these 
properties  in  Mr.  I^adue,  they  will  be  turned  over  by  him  to 
this  Company,  and  it  is  reasonably  safe  to  say  that,  keeping 
in  view  Mr.  Ladue's  great  experience  in  this  district,  they 
will  prove  to  be  among  the  most  valuable  of  the  Company's 
assets. 


24  NEW   SECRETARY  S    MANUAL. 

(b)  A  GOLD-BEARING  QUARTZ  PROPERTY  1,500  FEET  IN 
LENGTH   BY  600  FEET  IN  WIDTH,  thus  containing  an  area 
of  900,000  square  feet,  located  on  the  ridge  east  of  Gold 
Bottom  Creek,  the  vein  having  slate  for  its  hanging  wall  and 
porphyry  for  its  foot  wall. 

From  the  topography  of  the  land  and  the  geological  indi- 
cations, it  is  thought  by  persons  well  acquainted  with  the 
district  that  THIS  is  THE  MOTHER  LODE  FROM  WHICH  THE 
MILLIONS  OF  TREASURE  OF  THE  GOLD  BOTTOM  MINING 
DISTRICT  HAVE  BEEN  DRAWN. 

The  development  work  already  done  shows  that  the  ore  is 
free  milling,  and  the  assays  which  have  been  made  show  an 
average  return  of  $300  per  ton. 

If  the  supposition  that  this  is  the  MOTHER  LODE  of  this 
district  should  be  correct,  it  is  perhaps  unnecessary  to  state 
that  this  would  be  one  of  the  half  dozen  really  great  gold 
properties  of  the  world's  history.  If,  on  the  other  hand,  it 
should  prove  to  be  incorrect,  there  nevertheless  would 
remain  a  property  of  which  the  average  assay  is  $300  per 
ton;  in  other  words,  a  property  of  extraordinary  richness. 

Arrangements  are  already  being  perfected  for  the  erection 
of  a  stamp  mill  on  this  property,  as  well  as  for  the  full 
development  thereof,  so  that  the  property  will  become  pro- 
ductive in  the  immediate  future. 

(c)  A  GRANT  BY  THE  CANADIAN  GOVERNMENT  giving 
to  Mr.  Ladue  the  franchise  of  the  exclusive  right  to  cut 
timber,  known  technically  in  Canada  as  a  "Timber  Berth" 
or  "  Timber  Limits." 

The  importance  of  this  grant  can  hardly  be  exaggerated, 
since  it  covers  timber  lands  along  both  sides  of  the  river  for 
a  distance  of  15  miles  from  Dawson,  and  which,  in  conjunc- 
tion with  the  sawmill  hereinafter  referred  to,  confers  a 
practical  monopoly  of  the  lumber  trade  of  the  City  of 
Dawson,  since  other  lumber  is  obliged  to  be  transported  a 
considerable  distance  at  heavy  expense. 


NEW    SECRETARY  S    MANUAL.  25 

(d)  A    LARGE   SAWMILL  BUILT   BY   MR.   LADUE  NEAR 
DAWSON  CITY.    At  the  time  of  Mr.  Ladue's  departure  from 
Davvson  City  this  sawmill  was  earning  a  net  average  profit 
of  $1,350  per  day.     It  is  not  expected  that  these  profits  will 
continue  as   proportionately  high,   but    with   the  growing 
demand  of  a  rapidly-increasing  population  for  lumber  for 
building  purposes,  for  boats,  fuel,  flumes,  sluice-boxes,  and 
other  mine  uses,  it  is  anticipated  that  the  fortunate  conjunc- 
tion of  the  ownership  in  this  Company  of  the  timber  grant 
above  referred  to  and  of  this  mill  can  not  fail  in  itself  alone 
to  earn  a  moderate  dividend  on  the  capital  stock  of  the 
Company. 

( e )  A  CHOICE  PARCEL  OF  EIGHTY  CAREFULLY  SELECTED 
LOTS,  each  of  twenty  five  feet  frontage,  to  be  located  in  the 
center  of  the  business  portion  of  the  City  of  Dawson.     With 
regard  to  these  lots  it  is  the  intention  of  the  company  to  sell 
some  and  to  develop  the  remainder  by  erecting  thereon, 
with  the  product  of  its  sawmill  and  timber  grants,  such 
buildings  as  may  be  most  suitable  to  the  necessities  of  the 
City  of  Dawson,  the  easy  rental  of  which  at  remunerative 
terms  is  most  confidently  expected,  since  a  large  demand 
exists  for  buildings  of  all  characters. 

The  town  site  of  which  these  lots  form  a  part  was  duly 
preempted  and  entered  by  Mr.  Ladue  in  accordance  with 
the  provisions  of  the  Canadian  land  law.  Full  patent  has 
not  yet  been  issued,  but  according  to  advices  from  the  land 
office  of  the  Canadian  Government  at  Ottawa,  a  full  patent 
will  shortly  be  delivered  to  Mr.  Ladue. 

(/)  A  CHARTER  FROM  THE  GOVERNMENT  OF  THE  NORTH- 
WEST TERRITORY  GRANTING  EXTRAORDINARY  POWERS  to 
those  operating  under  it,  to  buy  and  sell  and  own  and  oper- 
ate all  kinds  of  mining  property  and  mineral  lands;  to 
acquire  and  deal  in  real  and  personal  property  of  every 
description,  to  build",  own,  and  operate  railways,  tramways, 
roads,  trails,  boats  for  the  public  carrying  trade,  ditches  and 

3 


26  NEW  SECRETARY'S  MANUAL. 

canals,  smelters,  reduction  works,  power  plants,  stamp  mills, 
sawmills,  and  to  engage  in  any  and  all  varieties  of  industrial 
enterprise  within  the  Northwest  Territory.  Recent  legisla- 
tion prevents  the  granting  of  charters  with  such  wide  powers. 

This  charter  is  hence  an  asset  of  great  value,  since  it 
makes  the  legal  field  of  operation  of  this  Company  any  form 
of  industrial  enterprise  whatsoever,  thus  peemitting  it  to 
engage  in  any  undertakings  which  the  future  development 
of  the  Klondyke  district  may  render  profitable. 

The  agreement  between  Mr.  Ladue  and  this  Company 
relative  to  the  taking  over  of  the  above-described  properties 
is  dated  August  20,  1897,  and  provides,  among  other  things, 
that  the  Company's  possession  of  the  said  properties  shall 
date  from  August  20,  1897,  and  that  the  Company  shall  be 
entitled  to  all  profits  in  any  way  arising  from  said  properties 
from  such  time,  and  that  the  purchase  price  of  the  several 
properties  shall  be  paid  to  Mr.  Ladue  by  the  Company  only 
upon  approval  by  counsel  and  the  Board  of  Directors. 

For  the  development  of  the  quartz  property  and  of  the 
new  claims  and  for  the  active  operations  of  the  Company  in 
such  directions  as  circumstances  may  render  profitable 
under  the  above  charter,  THE  SUM  OF  ONE  MILLION  DOL- 
LARS OF  ITS  CASH  CAPITAL  WILL  BE  SET  ASICfi. 

THE  COMPANY  ESTEEMS  ITSELF  PARTICULARLY  FORTU- 
NATE IN  HAVING  BEEN  ABLE  TO  SECURE  MR.  JOSEPH 
LADUE  AS  PRESIDENT  AND  GENERAL  MANAGER,  AND  MR. 
THOMAS  W.  KIRKPATRICK  AS  ITS  SUPERINTENDENT. 

The  name  and  work  of  Mr.  Ladue  in  particular  are  well 
known  to  the  public.  A  resident  of  the  upper  Yukon  dis- 
trict for  fifteen  years,  he  has  been  the  foremost  piojreer  in 
the  mining  and  industrial  development  of  that  wonderfully 
rich  region. 

He  was  virtually  the  discoverer  of  the  marvelous  Klon- 
dyke gold  fields.  He  was  the  backer  of  Robert  Henderson, 
the  man  whose  lucky  star  led  him  to  dig  on  the  Klondyke, 
and  to  lay  bare  its  unparalleled  riches. 


NEW  SECRETARY'S  MANUAL.  27 

On  appreciating  his  discovery  Henderson  hastened  back 
to  advise  Mr.  Ladue  of  it,  and  thus  Mr.  Ladue,  being  the 
first  person  outside  of  Henderson  who  knew  thereof,  has- 
tened to  the  new  fields,  and,  arriving  before  all  others,  was 
able  to  select  and  acquire  the  choicest  gold  properties  there, 
to  preempt  the  only  ground  valuable  for  a  town  site  on  the 
navigable  waters  of  the  Yukon  and  contiguous  to  the  gold 
fields,  and  to  establish  his  sawmills  and  obtain  the  franchise 
of  the  "timber  berth,"  which  virtually  monopolizes  the 
lumber  trade  of  the  Klondyke. 

Of  a  lifelong  experience  in  mines  and  mining  camps,  his 
trained  intelligence  led  him  to  promptly  possess  himself  of 
those  interests  which  are  most  largely  and  quickly  profitable 
in  new  mining  fields. 

Of  Mr.  Kirkpatrick  it  can  be  said  that  he  is  a  trained 
mining  engineer  of  over  five  years'  local  experience  in  the 
Klondyke  region,  and  that  he  is  at  the  present  moment  in 
the  City  of  Dawson,  on  the  ground,  devoting  his  energies  to 
the  service  of  this  Company. 

It  is  the  intention  of  this  Company  to  have  a  permanent 
place  in  the  development  and  growth  of  the  Klondyke 
region,  and  that  its  operations  will  be  very  profitable,  the 
Company's  Directors  are  confident.  The  transportation  of 
persons  and  supplies,  the  maintaining  and  operating  of 
stores,  the  purchase  and  sale  of  ore,  gold-dust,  and  bullion, 
all  afford  ample  sources  of  profit. 

As  the  name  Ladue  has  been  in  the  past  associated  with 
discovery,  it  is  expected  that  the  name  of  this  Company  will 
be  associated  with  the  growth  and  development  of  the 
country  that  his  discovery  has  made  famous. 

Alive  to  the  great  field  before  it,  this  Company  has  laid  its 
foundations  carefully  and  solidly,  and  the  character  of  the 
Canadian  and  American  Directors  serves  as  a  guarantee  that 
the  administration  of  the  Company  will  be  characterized  by 
healthy  conservatism,  intelligence  and  integrity. 


28  NEW  SECRETARY'S  MANUAL. 

The  field  of  operations  of  the  Company  being  in  the 
remote  district  of  the  Yukon,  the  estimates  and  statements 
of  facts  herein  are,  of  necessity,  not  within  the  personal 
knowledge  of  the  Directors,  Officers,  or  agents  of  the  Com- 
pany, but  are  the  statements  and  estimates  of  Mr.  Ladue, 
materially  confirmed  in  essential  particulars  by  high  Cana- 
dian official  and  record  authorities.  The  standing  and 
character  of  Mr.  Ladue  in  Klondyke,  as  in  this  country,  are 
so  well  known  and  universally  respected  that  they  are  be- 
lieved by  the  Company.  No  representation,  however,  is 
made,  or  intended  to  be  made,  by  the  Company,  its  Officers 
or  agents,  as  an  inducement  to  influence  dealings  with  it, 
except  as  herein  set  forth. 

THIS  COMPANY  HAVING  ACQUIRED  EXTENSIVE  HOLD- 
INGS OF  PRODUCTIVE  KLONDYKE  PROPERTY  CAPABLE  OF 
EARNING  LARGE  DIVIDENDS  ON  ITS  STOCK,  OFFERS  TO 
INVESTORS  ADVANTAGES  NOT  POSSIBLE  BY  ANY  OTHER 
EXISTING  COMPANY. 

THE  COMPANY  DESIRES  TO  ADD  THAT  IT  ALSO  CONTEMT 
PLATES  THE  UNDERTAKING  OF  TRANSIORTATION  AND 
OTHER  INDUSTRIAL  ENTERPRISES  UNDER  ITS  CANADIAN 
CHARTER  WHICH  PROMISE  TO  BE  ENORMOUSLY  PROFIT- 
ABLE. 

APPLICATIONS    FOR    SHARES. 

Applications  for  shares  should  be  addressed  to  the  offices 
of  the  Company.  All  applications  should  be  accompanied 
by  a  check  for  one-half  of  the  amount  of  the  value  of  the 
shares  which  are  subscribed  for,  drawn  to  the  order  of  Mr. 
Elmer  F.  Botsford,  treasurer. 

Requests  for  prospectuses,  printed  applications  for  shares, 
and  for  general  information,  should  be  addressed  to  the 
Company's  offices,  20  Nassau  Street,  New  York. 

The  subscription  lists  of  the  Company  will  be  opened  on 
August  28,  1897,  at  10  A.  M.,  and  the  right  to  close  the 
same,  without  notice,  is  hereby  especially  reserved  by  the 
Company. 


NEW  SECRETARY'S  MANUAL.  29 

No.  2.— SUBSCRIPTION  AGREEMENT  OF  WATER  Co. 

We,  the  undersigned,  hereby  agree  with  each  other,  and 
the  one  with  the  other,  that  a  Corporation  shall  be  formed 
by  us,  under  the  name  of ' '  San  Joaquin  Land  and  Water  Com- 
pany," for  the  purpose  of  procuring  water  rights  on  one  or 
more  of  the  rivers  or  streams  running  through  the  Counties 
of  Calaveras,  Tuolumne,  Stanislaus,  and  San  Joaquin,  in 
the  State  of  California;  to  purchase,  erect,  and  construct 
dams,  reservoirs,  canals,  aqueducts,  and  other  water-ways 
in  and  by  which  the  water  so  procured  from  said  rivers,  or 
any  of  the  same,  can  be  utilized  for  general  purposes;  to 
secure  and  impound  springs,  streams,  and  other  water  in 
any  of  said  counties,  and  lead  the  water  so  secured  to  any  of 
such  canals  or  water-ways;  to  supply  farmers,  miners,  cities, 
towns,  and  villages  with  any  of  the  said  waters  for  mining, 
farming,  drinking,  irrigation,  and  other  purposes;  to  negoti- 
ate for,  buy,  sell,  let,  improve,  and  cultivate  lands  and  town 
lots  in  said  state;  layout  town  lots  and  colony  tracts,  and  sell 
and  let  such  town  lots  and  colony  tracts;  that  the  capital 
stock  of  said  Corporation  shall  be  $1,000,000,  divided  into 
10,000  shares  of  $100  per  share;  and  we  hereby  agree  with 
each  other,  and  one  with  the  other,  that  we  will  take  the 
number  of  shares  of  the  capital  stock  of  said  Corporation 
which  appears  opposite  our  respective  names  hereunto  sub- 
scribed, and  will  pay  20  per  cent  of  the  par  value  of  the 
said  shares  so  subscribed  by  us  respectively,  in  five  (5)  days 
after  the  Articles  of  said  Incorporation  shall  have  been  filed 
in  the  office  of  the  County  Clerk  of  said  County  of  San  Joaquin, 
and  will  pay  the  same  to  F.  M.  West,  at  the  Stockton  Savings 
and  Loan  Society  Bank,  at  Stockton,  Cal.;  we  hereby  consti- 
tute said  F.  M.  West  as  the  agent  to  collect  the  amount 
which  becomes  due  as  aforesaid.  We  further  nominate, 
constitute,  and  appoint  L.  U.  Shippee,  J.  L.  Beecher,  and 
George  Gray  as  our  agents,  and  the  agents  of  the  Corpora- 
tion so  to  be  formed,  to  negotiate  for  the  purchase  of  any 


30  NEW  SECRETARY'S  MANUAL. 

one  or  more  water-rights,  canals,  reservoirs,  aqueducts,  or 
water-ways  for  said  Corporation,  and  draw  from  said  West 
any  or  all  moneys  that  may  have  been  paid  to  him  by  us 
respectively,  by  virtue  hereof,  and  use  said  money  for  paying 
the  same;  and  any  and  all  contracts  which  our  said  agents 
may  make  in  said  matter  shall  be  binding  upon  said  Corpo- 
ration, and  also  upon  us.  Our  said  agents  are  further  author- 
ized to  employ  engineers  and  other  assistants,  and  have 
them  survey  routes  for  such  canals  and  examine  proper 
locations  for  dams,  and  do  such  other  service  as  may  be,  in 
their  opinion,  for  our  best  interest,  and  the  interest  of  said 
Corporation,  to  accomplish  the  object  or  purpose  for  which 
the  same  is  to  be  formed.  Dated  November  19,  1887. 

No.  3.— SUBSCRIPTION  AGREEMENT  OF  RAILROAD  Co. 

This  agreement,  made  and  entered  into  this day  of 

-,  A.  D.  1893,  by  and  between  the  parties  whose  names 


are  hereunto  subscribed,  witnesseth,  that, 

WHEREAS,  It  is  the  purpose  of  the  undersigned  to  con- 
struct a  continuous  line  of  railroad  to  extend  easterly  from 
the  City  and  County  of  San  Francisco,  or  some  convenient 
point  on  the  Bay  of  San  Francisco,  State  of  California,  by 
way  of  Stockton  and  Fresno,  by  a  convenient  and  practica- 
ble route  hereafter  to  be  determined  upon,  to  some  point  in 
Kern  County;  and,  whereas,  it  is  proposed  and  intended  for 
that  purpose  to  organize  under  the  laws  of  the  State  of 
California  a  Corporation  to  be  called-the  San  Francisco, 
Stockton  and  San  Joaquin  Railroad  Company,  with  a 
capital  stock  of  six  million  dollars  ($6,000,000),  for  the 
purpose  of  constructing  such  railroad,  so  as  to  insure  for 
the  public  benefit  the  existence  and  operation  of  a  contin- 
uous competing  line  of  railroad  from  the  City  and  County 
of  San  Francisco  through  the  San  Joaquin  Valley  to  such 
point  in  the  County  of  Kern;  and,  whereas,  the  parties 
hereto,  as  business  men,  as  shippers  and  consumers  of 


NEW  SECRETARY'S  MANUAL.  31 

freight,  and  as  individuals,  as  citizens  of  the  State  of  Cali- 
fornia and  as  property-holders,  will  be  directly  and  indi- 
rectly, jointly  and  severally,  benefited  by  the  construction  of 
said  railroad,  and  by  the  maintenance  and  operation  of  the 
same  as  a  continuous  and  competing  local  line  of  railroad; 

Now,  therefore,  this  agreement  witnesseth:  That  for  the 
purpose  of  aiding,  promoting,  and  forwarding  the  construc- 
tion of  said  line  of  railroad,  and  for  maintaining  the  same  as 
a  bona  fide  competing  line,  and  for  and  in  consideration  of 
the  premises,  and  for  the  sum  of  $1.00  by  each  of  the  under- 
signed to  the  other  in  hand  paid,  the  receipt  whereof  is 
hereby  by  each  acknowledged,  the  undersigned  parties 
hereto  do  hereby  mutually  covenant  and  agree,  and  bind 
themselves  unto  the  other,  and  each  to  and  with  the  said 
proposed  Corporation,  the  San  Francisco,  Stockton,  and  San 
Joaquin  Railroad  Company,  as  follows,  to  wit: — 

I. 

Each  of  the  undersigned  hereby  subscribes  the  sum  set 
opposite  his  name  to  the  capital  stock  of  the  said  proposed 
Corporation,  the, San  Francisco,  Stockton  and  San  Joaquin 
Railroad  Company. 

The  subscriptions  of  the  undersigned,  and  each  of  them, 
are  made,  however,  upon  the  express  condition  precedent 
that,  unless  within  ninety  days  from  and  after  the  date 
hereof,  there  shall  be  subscribed  to  the  capital  stock  of  the 
said  San  Francisco,  Stockton  and  San  Joaquin  Railroad 
Company  sums  of  money  aggregating  in  all  the  amount  of 
three  hundred  and  fifty  thousand  dollars  ($350,000),  the  sub- 
scriptions of  the  undersigned  and  each  of  them  shall  be  null 
and  void;  provided,  however,  that  the  Executive  Committee 
of  the  Traffic  Association  of  California  shall  have  the  power, 
by  vote  duly  passed  and  recorded  in  their  minutes,  to  extend 
the  time  within  which  said  amount  may  be  subscribed,  but 
such  extension  shall  not  exceed  six  months,  and  if  the  said 
sum  of  three  hundred  and  fifty  thousand  dollars  (1350,000) 


32  NEW   SECRETARY  S    MANUAL. 

shall  be  subscribed  within  ninety  days,  or  within  the  time  so 
extended,  then  these  subscriptions  shall  be  in  full  force  and 
effect. 

II. 

The  undersigned  hereby  further  agree  that  said  proposed 
Corporation  may,  for  the  purpose  of  convenience,  be  organ- 
ized by  other  persons  than  the  undersigned,  or  any  of 
them,  or  by  any  number  less  than  all  of  them,  and  that  the 
Articles  of  Incorporation  of  said  railroad  company  need  not 
set  forth,  in  the  list  of  subscribers  to  its  capital  stock,  all  or 
any  particular  one  of  the  names  of,  or  the  amounts  sub- 
scribed by,  the  undersigned,  and  this  covenant  shall  be 
deemed  to  have  been  made  expressly  for  the  benefit  of  said 
proposed  Corporation  and  shall  be  irrevocable;  and  the  sub- 
scriptions of  the  undersigned  shall  be  valid  and  binding 
upon  the  undersigned,  and  the  subscriber  shall  be  liable 
thereon  to  the  said  proposed  Corporation,  the  San  Francisco, 
Stockton  and  San  Joaquin  Railroad  Company,  whether  the 
amount  subscribed  by  the  undersigned  and  by  whom  sub- 
scribed be  set  forth  by  the  Articles  of  Incorporation  of  said 
proposed  Corporation  or  not. 

III. 

Each  of  the  parties  hereto  further  covenants  and  agrees  to 
and  with  the  others,  and  with  said  proposed  Corporation, 
that  the  said  shares  of  stock  of  the  said  proposed  Corporation, 
and  each  and  all  of  them,  subscribed  for  by  him  mav  be 
issued  in  the  names  of  nine  Trustees  (pledged  to  maintain  the 
road  as  a  competitive  line),  who  shall  be  selected  as  herein- 
after provided,  and  that  said  Trustees,  their  survivors  or  sur- 
vivor, and  successors,  shall  for  the  term  of  ten  (10)  years 
after  the  ist  day  of  January,  1893,  have  the  exclusive  right 
and  power  to  vote  such  stock  in  such  manner  as  the  majority 
of  the  Trustees  shall  determine  at  any  and  all  meetings  of  the 
stockholders  thereof,  and  for  any  and  all  purposes,  and  to 


NEW   SECRETARY  S    MANUAL.  33 

sign,  execute  and  acknowledge  as  stockholders  any  and  all 
documents,  papers,  written  assents,  By-Laws,  or  amendments 
to  By-Laws,  contracts,  acts  or  deeds,  which  in  the  opinion  of 
a  majority  of  said  Trustees  it  may  be  necessary,  desirable  or 
expedient  to  so  sign,  execute  or  acknowledge  ;  and  the 
power  herein  conferred  upon  the  said  Trustees  by  the  respec- 
tive parties  hereto  is  and  shall  be  irrevocable  for  the  said 
term  of  ten  (10)  years,  and  shall  be  deemed  to  be  coupled 
with  an  interest  in  the  stock  of  the  respective  parties  hereto, 
so  held  in  trust,  which  interest  the  said  Trustees  shall  hold 
for  the  benefit  of  all  other  parties  hereto. 

And  it  is  further  covenanted  and  agreed  that  the  said  nine 
Trustees  shall  be  elected  by  the  subscribers  to  the  capital 
stock  whose  aggregate  subscriptions,  in  order  of  time  of  sub- 
scription, shall  first  amount  to  the  sum  of  three  hundred 
and  fifty  thousand  dollars  ($350,000);  and  the  said  election 
shall  be  conducted  upon  the  system  of  cumulative  voting  as 
provided  in  section  307  of  the  Civil  Code  of  California. 

And  it  is  further  covenanted  and  agreed  that  in  the  event 
of  a  consolidation  of  the  said  proposed  Corporation  with  any 
other  corporation,  and  as  often  as  any  consolidation  shall  be 
made,  it  shall  be  in  the  discretion  of  the  said  Trustees  to  sur- 
render to  such  consolidated  Corporation  the  certificates  of 
stock  held  by  them  as  aforesaid,  and  receive  in  exchange 
therefor  new  certificates  in  such  consolidated  Corporation  or 
corporations,  to  be  held  on  the  same  trusts  as  those  herein 
expressed. 

And  it  is  further  understood  and  agreed  that  the  said  i 
Trustees  shall  cause  to  be  issued  Trustees'  certificates  for 
stock,  which  certificates  shall  respectively  set  forth  the 
number  of  shares  of  stock  in  the  said  Corporation,  held  in 
trust  for  each  subscriber  or  his  successor  in  interest,  and 
shall  also  specify  that  the  said  stock  is  held  subject  to  the 
following  irrevocable  trusts,  to  wit : — 

Said  Trustees,  their  survivors,  survivor,  successors  and 


34  NEW  SECRETARY'S  MANUAL. 

successor,  shall  hold  said  shares  with  full  power  to  fill  from 
time  to  time  each  and  every  vacancy  in  their  number  upon 
the  joint  written  nomination  of  a  majority  of  the  surviving 
Trustees,  approved  in  writing  by  the  holders  of  a  majority  of 
the  Trustees'  certificates  issued  hereunder. 

Each  new  Trustee  shall,  from  and  after  the  filing  of  said 
nomination,  so  approved  in  the  office  of  the  said  railroad 
company,  be  as  fully  vested  with  said  trust  as  if  he  was  one 
of  the  original  Trustees  above  named. 

Second.  Said  Trustees  above  named,  their  survivors,  sur- 
vivor, successors  and  successor,  shall,  as  stockholders  and 
owners,  vote  said  shares  for  all  purposes  whatsoever,  upon 
every  question  raised  at  each  and  every  meeting  of  said 
Company,  whether  annual  or  special,  and  at  any  and  all 
stockholders'  elections,  as  the  majority  of  them  shall  in 
their  discretion  from  time  to  time  determine,  and  shall  also 
sign,  execute  and  acknowledge  as  stockholders  any  and  all 
documents,  consolidation  papers,  written  assents,  By-Laws, 
amendments  to  By-Laws,  contracts,  acts  or  deeds  which 
in  the  opinion  of  a  majority  of  said  Trustees  it  may  be 
necessary,  desirable  or  expedient  to  so  sign,  execute  or 
acknowledge. 

Such  Trustees'  certificates  shall  further  set  forth  respectively 
that  the  shares  represented  thereby  are  transferable  only 
upon  surrender  of  such  certificates  by  a  conveyance  in 
writing  signed  by  the  person  to  whom  the  same  is  issued,  or 
his  attorney  thereunto  lawfuljy  authorized  and  registered  in 
the  Trustees'  transfer  book  therefor  kept  by  the  parties  desig- 
nated by  the  Trustees  for  that  purpose,  and  that  every  person 
accepting  any  transfer  thereof  declares  by  so  doing  that  he 
receives  said  shares  subject  to  said  trust,  and  that  such  certifi- 
cate is  not  valid  until  signed  by  two  of  said  Trustees  and 
registered  as  aforesaid. 

The  said  certificates  shall  be  transferable  by  indorsement 


NEW  SECRETARY'S  MANUAL.  35 

and  registration,  as  above  provided,  in  the  same  manner  as 
shares  of  stock  ordinarily  are. 

Five  shares  of  stock  each  may  be  transferred  by  the 
Trustees  to,  and  allowed  to  stand  in  the  names  of,  the  per- 
sons selected  as  Directors  of  the  proposed  railroad  company 
to  qualify  them  as  such. 

And  it  is  further  covenanted  and  agreed  that  in  the  event 
of  any  consolidation  of  the  said  proposed  Corporation  with 
any  oth.er  corporation,  after  such  certificates  have  been 
issued,  and  also  in  the  event  of  any  consolidation  of  such 
consolidated  Corporation  thereafter  with  any  other  corpora- 
tion, then  said  Trustees  shall  have  the  power  at  any  time, 
by  a  majority  vote,  to  call  in  such  issued  certificates  and 
exchange  the  same  for  other  Trustees'  certificates  similar  in 
form,  but  representing  stock  in  such  new  or  consolidated 
Corporation. 

This  agreement  shall  be  binding  upon  the  heirs,  executors, 
administrators,  successors  and  assigns  of  the  respective 
parties  hereto,  and  all  parties  thereto,  and  all  parties  who 
shall  subscribe  their  names  to  this  agreement,  or  to  other 
agreements  substantially  identical  herewith,  shall  be  deemed 
parties  to  this  agreement,  and  each  tand  every  subscriber 
hereto  affixing  his  name  thereby  covenants  and  agrees  to 
and  with  such  parties  as  subscribe  their  names  to  agree- 
ments identical  or  substantially  identical  herewith,  with  the 
same  force  and  effect  as  if  the  names  of  such  other  parties 
were  hereunto  subscribed. 

It  is  further  understood  that  no  call  shall  be  made  until 
the  amount  of  three  hundred  and  fifty  thousand  dollars 
($350,000)  shall  have  been  subscribed;  and  subscriptions  shall 
be  -then  payable  in  instalments,  extending  through  six 
months  or  more,  as  the  Board  of  Directors  of  said  proposed 
Corporation  may  determine. 


36  NEW  SECRETARY'S  MANUAL. 

No.  4.— ARTICLES  OF  INCORPORATION  OF  A  STOCK 
CORPORATION  (California). 

[Blank  Published.] 
ARTICLES  OF  INCORPORATION 


KNOW  ALL  MEN  BY  THESE  PRESENTS: 

That  we,  the  undersigned,  a  majority  of  whom  are  citizens 
and  residents  of  the  State  of  California,  have  this  day  volun- 
tarily associated  ourselves  together  for  the  purpose  of  form- 
ing a  Corporation  under  the  laws  of  the  State  of  California. 

AND  WE  HEREBY  CERTIFY, 

First.     That  the  name  of  said  Corporation  shall  be . 

Second.     That  the  purposes  for  which   it  is  formed   are 


Third.  That  the  place  where  the  principal  business  of 
said  Corporation  is  to  be  transacted  is . 

Fourth.  That  the  term  for  which  said  Corporation  is  to 
exist  is years,  from  and  after  the  date  of  its  incorpo- 
ration. 

Fifth.  That  the  number  of  Directors  or  Trustees  of  said 
Corporation  shall  be ,  and  that  the  names  and  resi- 
dences of  the  Directors  or  Trustees,  who  are  appointed  for 
the  first  year,  and  to  serve  until  the  election  and  qualification 
of  such  officers,  are  as  follows,  to  wit: 


NAMES. 

WHOSE    RESIDENCE  IS  AT 

NEW  SECRETARY'S  MANUAL.  37 

Sixth.  That  the  amount  of  the  Capital  Stock  of  said  Cor- 
poration is Dollars,  and  the  number  of  Shares  into 

which  it  is  divided  is ,  of  the  par  value  of Dol- 
lars each. 

Seventh.  That  the  amount  of  said  Capital  Stock  which 
has  been  actually  subscribed  is Dollars,  and  the  fol- 
lowing are  the  names  of  the  persons  by  whom  the  same  has 
been  subscribed,  and  the  amount  subscribed  by  each  of 
them,  to  wit: 

NAMES  OF  SUBSCRIBERS.  NO.  OK  SHARES.     I  AMOUNT. 


IN  WITNESS  WHEREOF,  we  have  hereunto  set  our  hands 

and  seals  this day  of ,  18 — . 

,  [SEAL] 

,  [SEAL] 

,  [SEAL] 

(ACKNOWLEDGMENT.) 

STATE  OF  CALIFORNIA,  \ 
COUNTY  OF )    ' 

On  this day  of n  the  year  one  thousand  eight 

hundred  and  ninety ,  before  me, ,  a  Notary  Public 

in  and  for  said  County  of  --  ,  State  of  California,  person- 
ally appeared — ,  known  to  me  to  be  the  persons 

whose  names  are  subscribed  to  the  within  instrument,  and 
acknowledged  to  me  that  they  executed  the  same. 

IN  WITNESS  WHEREOF,  I  have  hereunto  set  my  hand  and 
affixed  my  official  seal  the  day  and  year  in  this  certificate 
first  above  written.  • 

Notary  Public  in  and  for  -  -  County,  State  of  Cali- 
fornia. 


38  NEW  SECRETARY'S  MANUAL. 


No.  5.— CERTIFICATE  OF  INCORPORATION  OF  A  TRUST 
CORPORATION  FORMED  UNDER  THE  LAWS  OF  THE 
STATE  OF  NEW  JERSEY,  AND  PROVIDING  FOR 
COMMON  AND  PREFERRED  STOCK,  AND  CON- 
TAINING MUCH  THAT  Is  WORTHY  OF  STUDY. 

Ten  cents  Internal  Revenue  Stamp  Canceled. 


Certificate  of  Incorporation  of  the  "Colonial  Construction 
Company." 

Registered  Office  with  the  New  Jersey  Registration  and 
Trust  Company,  East  Orange,  N.  J. 

NAME. 

First.  The  name  of  the  Corporation  shall  be  Colonial 
Construction  Company. 

PRINCIPAL  OFFICE. 

Second.  The  location  of  its  principal  office  in  the  State 
of  New  Jersey  shall  be  at  No.  500  West  Main  Street,  at 
East  Orange,  in  the  County  of  Essex,  and  said  Corporation 
shall  be  registered  with  the  New  Jersey  Registration  and 
Trust  Company.  The  said  Trust  Company  is  the  agent 
therein,  and  in  charge  thereof,  and  upon  whom  process 
against  this  Corporation  may  be  served. 

OBJECTS. 

Third.  That  the  objects  for  which,  and  for  each  of  which, 
this  Corporation  is  formed  are: 

To  manufacture,  buy,  sell,  deal  in  and  deal  with  steel  or 
iron,  or  both,  and  all  like  or  kindred  products;  to  mine, 
manufacture,  prepare  for  market,  market  and  sell  the  same, 
and  any  articles  or  product  in  the  manufacture  or  composi- 
tion of  which  metal  is  a  factor,  including  the  acquisition  by 
purchase,  mining,  manufacture,  or  otherwise  of  all  material, 


NEW  SECRETARY'S  MANUAL.  .    39 

supplies,  and  other  articles  necessary  or  convenient  for  use 
in  connection  with  and  in  carrying  on  the  business  herein 
mentioned,  or  any  part  thereof. 

To  build,  construct,  repair,  maintain,  and  operate  water, 
gas,  or  electrical  works,  tunnels,  bridges,  viaducts,  canals, 
wharves,  piers,  and  (outside  of  the  State  of  New  Jersey) 
railroads  and  any  like  works  of  internal  improvement  or 
public  use  or  utility. 

In  furtherance,  and  not  in  limitation,  of  the  general  powers 
conferred  by  the  laws  of  the  State  of  New  Jersey,  and  of 
the  objects  and  purposes  as  herein  above  stated,  it  is  hereby 
expressly  provided  that  the  Company  shall  have  also  the 
following  powers,  that  is  to  say: 

POWERS. 

(a)  To  do  any  or  all  of  the  things  herein  set  forth  as 
objects,  purposes,  powers  or  otherwise,  to  the  same  extent 
and  as  fully  as  natural  persons  might  or  could  do,  and  in 
any  part  of  the  world,  as  principals,  agents,  contractors, 
trustees  or  otherwise. 

(i>)  To  conduct  its  business  in  all  its  branches  and  have 
one  or  more  offices,  and  unlimitedly  to  hold,  purchase,  and 
convey,  real  and  personal  property,  both  within  and  without 
the  State  of  New  Jersey,  and  in  all  other  States,  Territories, 
and  Colonies  of  the  United  States,  and  in  all  foreign 
countries  and  places. 

(c)  To  manufacture,  purchase,  or  otherwise  acquire,  hold, 
own,  sell,  assign  and  transfer,  invest,  trade,  deal  in  and  deal 
with  goods,  wares  and  merchandise  and  property  of  every 
class  and  description,  and  to  do  both  mining  and  manufac- 
turing of  any  kind. 

(d)  To  pu/chase  or  otherwise  acquire,  to  hold,  own,  main- 
tain, work,  mine,  develop,  to  sell,  convey,  or  otherwise  dis- 
pose of,  without  limit  as  to  amount,  within  or  without  the 
State  of  New  Jersey,  and  in  any  part  of  the  world,  real  estate 
and  real  property,  and  any  interest  and  rights  therein. 


40  NEW    SECRETARY  S    MANUAL. 

(e)  To  acquire  the  good  will,  rights  and  property  of  all 
kinds,  and  to  undertake  the  whole  or  any  part  of  the  assets 
and  liabilities  of  any  person,  firm,  association  or  corporation 
and  to  pay  for  the  same   in  cash,  stock  of  this  Company, 
bonds  or  otherwise. 

(f)  To  apply  for,  obtain,  register,  purchase,  lease  or  other- 
wise acquire,  and  to  hold,  own,  use,  operate,  introduce  and 
sell,  assign,  or  otherwise  dispose  of,  any  and  all  trade-marks, 
trade  names,  and  distinctive  marks,  and  all  inventions,  im- 
provements and  processes  used  in  connection  with  or  secured 
under  Letters  Patent  of  the  United  States  or  elsewhere,  or 
otherwise,  and  to  use,  exercise,  develop,  grant  licenses  in 
respect  of,  or  otherwise  turn  to  account,  any  such  trade- 
marks, patents,  licenses,  concessions,  processes  and  the  like, 
or  any  such  property,  rights  and  information  so  acquired, 
and  with  a  view  to  the  working  and  development  of  the  same, 
to  carry  on  any  business,  whether  mining,  manufacturing, 
or  otherwise,  which  the  Corporation  may  think  calculated, 
directly  or  indirectly  to  effectuate  these  objects. 

(g)  To  hold,  purchase,  or  otherwise  acquire,  to  sell,  assign, 
transfer,  mortgage,  pledge  or  otherwise  dispose  of  shares  of 
the  capital  stock,  bonds,  or  other  evidences  of  indebtedness 
created  by  other  corporation  or  corporations,  and  while  the 
holder  of  such  stock  to  exercise  all  the  rights  and  privileges 
of  ownership,  including  the  right  to  vote  thereon,  to  the  same 
extent  as  a  natural  person  might  or  could  do. 

(h)  To  purchase,  lease  .exchange,  hire,  or  otherwise  acquire, 
any  and  all  rights,  privileges,  permits  or  franchises  suitable  or 
convenient  for  any  of  the  purposes  of  its  business;  to  erect 
and  construct,  make,  improve,  or  aid  or  subscribe  towards 
the  construction  making  and  improvement  of  mills,  factories, 
storehouses,  buildings,  roads,  docks,  piers,  wharves,  houses, 
for  employees  and  others,  and  works  of  all  kinds;  and  in  con- 
junction with  and  in  furtherance  of  the  general  business  and 
purposes  of  the  Corporation,  as  above  described,  to  construct, 
lease,  own,  operate,  or  sell  a  railroad  or  railroads,  or  both,  in 


NEW  SECRETARY'S  MANUAL.  41 

any  State  or  country  other  than  the  State  of  New  Jersey,  sub- 
ject to  the  laws  of  such  other  State  or  country,  either  directly 
or  through  the  ownership  of  stock  of  a  corporation  formed 
or  to  be  formed  for  the  purpose  under  the  laws  of  such  other 
State  or  country. 

(z)  To  guarantee  the  payment  of  dividends  or  interest  on 
any  shares,  stocks,  debentures,  or  other  securities  issued  by, 
or  any  other  contract  or  obligation  of,  any  corporation  when- 
ever proper  or  necessary  for  the  business  of  this  Corporation 
in  the  judgment  of  its  Directors,  or  the  Executive  Committee. 

(j)  To  make  and  enter  into  contracts  of  every  sort  and 
kind  with  any  individual,  firm,  association,  corporation, 
private,  public,  or  municipal,  body  politic,  and  with  the 
Government  of  the  United  States,  or  any  State,  Territory  or 
Colony  thereof. 

(£)  To  do  all  and  everything  necessary,  suitable  or  proper 
for  the  accomplishment  of  any  of  the  purposes  or  attain- 
ment of  any  one  or  more  of  the  objects  herein  enumerated, 
or  which  shall  at  any  time  appear  conducive  or  expedient  for 
the  protection  or  benefit  of  the  Corporation,  either  as  holders 
of  or  interested  in  any  property,  and  in  general  to  carry  on 
any  business,  whether  manufacturing,  mining,  or  otherwise. 

IT  is  THE  INTENTION  that  the  objects,  purposes  and  powers 
specified  and  clauses  contained  in  this  third  paragraph  shall, 
except  where  otherwise  expressed  in  said  paragraph,  be  no- 
wise limited  or  restricted  by  reference  to  or  inference  from 
the  terms  of  any  other  clauses  of  this  or  any  other  paragraph 
in  this  charter,  but  that  the  objects,  purposes  and  powers 
specified  in  each  of  the  clauses  of  this  paragraph  shall  be 
regarded  as  independent  objects,  purposes  and  powers. 

CAPITAL  STOCK. 

Fourth.    The  total  amount  of   the  capital  stock  of  this 

Corporation  is  to  be  fifty-nine  million  dollars  ($59,000,000), 

divided   into  five  hundred   and   ninety  thousand   (590,000) 

shares   of    one   hundred  dollars  ($100)  each.     Of  the  said 

4 


42  NEW  SECRETARY'S  MANUAL. 

stock  two  hundred  and  seventy  thousand  (270,000)  shares, 
amounting  at  par  to  twenty-seven  million  dollars($27, 000,000), 
are  to  be  preferred  stock,  and  three  hundred  and  twenty- 
thousand  (320,000)  shares,  amounting  at  par  to  thirty-two 
million  dollars  (132,000,000),  are  to  be  common  stock. 

The  rights,  privileges  and  conditions  following  shall  attach 
to  the  shares  aforesaid,  that  is  to  say: 

(1)  The  common  stock  shall  be  subordinate  to  the  rights 
of  the  preferred  stock,  except  that  both  preferred  and  com- 
mon stock  shall  have  equal  voting  powrers. 

(2)  The  corporation  shall  not  be  at  liberty  without  the 
consent  in  writing  first  obtained  of  the  holders  of  two-thirds 
in  amount  of  the  preferred  stock  issued  and  outstanding: 

(a)  To  create  or  issue  any  other  or  further  shares  ranking 
in  any  respect  paripassu  *  with  or  in  priority  to  the  aforesaid 
issue  of  |27,ooo,ooo  of  preference  shares. 

(6)  Nor  to  create  any  charge,  except  as  herein  provided, 
upon  the  net  profits  of  the  corporation  which  shall  not  be 
subordinate  to  the  right  of  the  preference  shares. 

(c]  Nor  to  reserve  a  surplus  fund  which  shall  not  be  charge- 
able with  the  payment  of  the  accrued  dividends  on  the 
preference  shares. 

(3)  The  said  preference  shares  shall  carry  a  fixed  cumu- 
lative preferential  dividend  at  the  rate  of,  but  never  exceed- 
ing, seven  per  cent  (7%)  per  annum  on  the  par  value  thereof, 
and  such  dividends  shall  be  declared  quarterly  on  the  second 
days  of  January,  April,  July  and  October  in  each  year,  or  at 
such  other  times  as  the  Board  of  Directors  or  the  Executive 
Committee  shall  see  fit  and  determine. 

If  in  any  year  dividends  amounting  to  seven  per  cent  (7%) 
per  annum  shall  not  be  paid  on  such  preferred  stock,  the 
deficiency  shall  be  a  charge  on  the  net  profits  and  be  pay- 
able, but  without  interest,  before  any  dividends  shall  be 
paid  upon  or  set  apart  for  the  common  stock. 


*By  the  same  gradation. 


NEW  SECRETARY'S  MANUAL.  43 

(4)  The  balance  of  the  net  profits  of  the  corporation  after 
the  payment  of  said  cumulative  dividend  at  the  rate  of  seven 
per  cent  (7%)  per  annum  to  the  holders  of   the  preferred 
stock,  may  be  distributed  as  dividends  among  the  holders  of 
the  general  or  common  stock,  as  and  when  the  Board  of 
Directors  or  the  Executive  Committee  shall  in  their  discretion 
determine. 

(5)  In  the  event  of  the  liquidation  or  dissolution  of  the 
Corporation  the  surplus  assets  and  funds  thereof  shall  be 
applied  in  the  first  place  in  repaying  to  the  holders  of  the 
aforesaid  cumulative  preference  shares  the  full  amount  of 
the  principal  thereof  and  the  accrued   dividends,   if    any, 
charged,  before  any  amount  shall  be  paid  upon  the  common 
stock,  and  after  such  payment  in  full  to  the  holders  of  said 
cumulative  preference  shares,  the  surplus  assets  and  funds 
shall  belong  to  and  be  divided  among  the  holders  of  the 
other  shares. 

From  time  to  time  the  preferred  and  common  stock  may 
be  issued  in  such  amount  and  proportion  as  shall  be  deter- 
mined by  the  Board  of  Directors,  in  accordance  with  the  laws 
of  the  State  of  New  Jersey. 

DIRECTORS. — CLASSIFICATION. 

Fifth.  The  Directors  of  the  Corporation  shall  be  divided 
in  respect  to  the  time  for  which  they  shall  severally  hold 
office,  into  five  classes,  equal  in  number.  The  first  class 
shall  be  elected  for  a  period  of  five  years,  the  second  class 
for  a  period  of  four  years,  the  third  class  for  a  period  of  three 
years,  the  fourth  class  for  a  period  of  two  years,  and  the  fifth 
class  for  a  period  of  one  year ;  and  at  each  annual  election 
after  1899,  the  successors  to  the  class  of  Directors  whose 
terms  expire  in  such  year,  shall  be  elected  to  hold  office  for 
five  years,  so  that  the  term  of  office  of  at  least  one  class 
shall  expire  in  each  year. 

In  case  of  an  increase  in  the  Board  of  Directors  between 
the  annual  election  by  the  stockholders,  the  newly  created 


44  NEW  SECRETARY'S  MANUAL. 

Directorship  shall  be,  and  be  construed  as,  vacancies  until 
the  next  annual  election  to  be  filled  forthwith  by  the  Board. 

INCORPORATORS,  NAMES  AND  POST-OFFICE  ADDRESS. 

Sixth.  The  names  and  post-office  address  of  the  incor- 
porators  and  the  number  of  shares  of  common  stock  sub- 
scribed for  by  each,  the  aggregate  of  which  ($10,000)  is  the 
amount  of  capital  stock  with  which  this  Corporation  will 
commence  business,  are  as  follows  : 


NAME. 

P.  O.  ADDRESS. 

NO.    SHARES    OF 
COMMON  STOCK. 

C   R  Hoopes  

85  Chestnut  St.,  New  York,  N.  Y. 

4O 

O.  L.  Lefferts  
James  Hyde  

West  Seneca,  N.  Y  
West  Seneca,  N.  Y  

3° 

30 

DURATION. 

Seventh.  The  duration  of  the  Corporation  is  to  be  per- 
petual. 

REGULATIONS  AND  LIMITATIONS. 

Eighth,  (i)  The  Corporation  shall  have  no  power  to 
mortgage  its  real  property,  except  upon  the  assent  in  writ- 
ing first  obtained  of  the  holders  of  two-thirds  of  the  issued 
preferred  stock  hereinbefore  described,  or  upon  the  affirma- 
tive vote  of  the  holders  of  a  majority  of  the  said  preferred 
stock  at  a  meeting  of  the  preferred  stockholders  duly  called 
for  that  purpose;  and  upon  such  assent  so  obtained,  or  upon 
such  affirmative  vote  so  had,  and  not  otherwise,  the  Corpora- 
tion shall  have  power  to  mortgage  its  real  property  to  secure 
an  issue  of  bonds  or  otherwise. 

(2)  The  Board  of  Directors  shall  have  power  without  the 
assent  or  vote  of  the  stockholders,  to  make,  alter,  amend  and 
rescind  the  By-Laws  of  this  Corporation,  and,  subject  always 
to  the  payment  of  the  dividends  on  the  preferred  stock,  to 
fix  the  amount  to  be  reserved  as  working  capital. 


NEW  SECRETARY'S  MANUAL.  45 

(3)  With  the  assent  in  writing  or  pursuant  to  the  vote  of 
the  holders  of  two-thirds  of  all  the  stock,  irrespective   of 
class,  issued    and  outstanding,   the    Directors    shall    have 
power  and   authority  to  sell,   assign,  transfer,  convey,   or 
otherwise  dispose  of  the  property  and  assets  of  this  Corpora- 
tion as  an  entirety  on  such  terms  and  conditions,  and  for 
such  consideration,  as  the  Directors  shall   deem   fit,  right, 
and  just. 

(4)  The  Board  of  Directors,  and  when  the  Board  is  not  in 
session  the  Executive  Committee,  in  addition  to  the  powers 
and  authorities  by  statute  and  by  the  By- Laws  expressly  con- 
ferred upon  them,  are  hereby  empowered  to  exercise  all 
such  powers,  and  to  do  all  such  acts  and  things  as  may  be 
exercised  or  done  by  the  Corporation,  but  subject,  neverthe- 
less, to  the  provisions  of  the  statute,  of  the  charter,  and  to 
any  regulations  that  may  from  time  to  time  be  made  by  the 
stockholders ;  provided  that  no  regulations  so  made  shall 
invalidate  any  provisions  of  this  charter,  or  any  prior  acts  of 
the  Directors  or  Executive  Committee  which  would  have 
been  valid  if  such  regulations  had  not  been  made. 

(5)  There   shall    be  an    Executive   Committee   of    seven 
members,  who  shall  be  elected  by  the  stockholders  from  the 
Directors,  and  hold  office  as  hereinafter  provided.     The  said 
committee  shall  have  and  exercise  all  the  powers  expressly 
conferred  upon  it  by  this  Certificate  of  Incorporation,  and 
also  all  the  powers  of  the  Board  of  Directors  whenever  a 
quorum  shall  fail  to  be  present  at  any  stated  or  other  meet- 
ing of  the  Board,  and   as  well  at  all  times   whenever  the 
Board  shall  not  be  in  session,  and  shall  have  power  to  affix 
the  seal  of  the  Corporation  to  all  papers  which  they  may 
deem  to  require  it. 

The  officers  of  the  committee  shall  be  a  Chairman,  a  Vice- 
Chairman,  and  a  Secretary,  who  shall  hold  office  during  the 
term  of  their  office  as  members  of  the  committee,  and  shall 
be  elected  by  the  stockholders. 


46  NEW   SECRETARY  S    MANUAL. 

At  all  meetings  of  the  committee  all  questions  shall  be 
decided  by  a  majority  of  votes,  and  in  case  of  an  equality  of 
votes,  the  Chairman,  and  in  his  absence  the  Vice-Chairman, 
and  in  the  absence  of  both  the  Secretary,  shall  have  a  second 
and  deciding  vote. 

The  stockholders  shall,  at  their  first  meeting,  elect  by 
ballot  the  said  committee  of  seven  members  from  the  Direc- 
tors elected  at  such  meeting  and  shall  also  elect  the  said 
officers  thereof. 

The  stockholders  shall  determine  and  fix  the  compensa- 
tion to  be  paid  to  the  members  of  the  committee  and  to  any 
of  the  officers  thereof,  as  such,  and  the  compensation  of  any 
member  or  officer  of  the  committee,  so  fixed,  shall  not  be 
diminished  during  his  tenure. 

At  every  annual  meeting  after  the  first  meeting,  whenever 
the  term  of  office  of  any  member  or  officer  of  the  committee 
shall  expire,  the  stockholders  shall  elect  a  successor.  Any 
member  of  the  committee  may  be  elected  to  succeed  himself. 

Any  director,  irrespective  of  class,  is  eligible  to  election 
as  a  member  of  the  Executive  Committee. 

The  term  of  office  of  each  member  of  the  committee  shall 
be  co-extensive  with  the  term  of  his  office  as  Director,  unless 
the  stockholders  at  the  time  of  his  election  shall  fix  a  shorter 
period  or  term  of  office,  which  they  shall  have  power  to  do. 
Any  member  of  the  committee  who  shall  cease  to  be  a  Di- 
rector of  the  Company  shall  ipso  facto  cease  to  be  a  member 
of  the  committee. 

Neither  the  Directors  nor  the  members  of  the  Executive 
Committee  nor  the  President  nor  Vice- President  shall  be 
subject  to  removal  during  their  respective  terms  of  office, 
nor  shall  their  terms  of  office  be  diminished  during  their 
tenure. 

All  vacancies  in  the  Executive  Committee  shall  be  filled 
for  the  unexpired  term  from  the  Directors  by  the  remaining 
members  of  the  committee. 


XE\V  SECRETARY'S  MANUAL.  47 

(6)  The  Directors  shall,    from   time  to   time,    determine 
whether,  and  to  what  extent,  and  at  what  times  and  places, 
and  under  what  conditions  and  regulations,  the  accounts 
and  books  of  the  corporation,  or  any  of  them,  shall  be  open 
to  the  inspection  of  the  stockholders,  and  no  stockholder 
shall  have  any  right  to  inspect  any  account,  or  book,  or 
document  of  the  Corporation  except  as  conferred  by  statute 
of  New  Jersey,  or  authorized  by  the  Directors. 

(7)  The  Directors  shall  have  power  to  hold  their  meet- 
ings, to  have  one  or  more  offices  and  to  keep  the  books  of 
the  Corporation  (except  the  stock  and  transfer  books)  out- 
side of  this  State,  at  such  places  as  may  from  time  to  time 
be  designated  by  them. 

THE  UNDERSIGNED,  for  the  purpose  of  forming  a  corpora- 
tion in  pursuance  of  an  Act  of  the  Legislature  of  New 
Jersey  entitled  "  An  Act  Concerning  Corporations  (Revision 
of  1896),"  and  the  various  acts  amendatory  thereof  and 
supplemental  thereto,  do  make,  record  and  file  this  certifi- 
cate, and  do  respectively  agree  to  take  the  number  of  shares 
of  stock  hereinbefore  set  forth,  and  accordingly  hereunto 
set  our  hands  and  seals. 

Dated,  East  Orange,  N.  J.,  May  22,  1899. 

")      C.  R.  HOOPES,     [SEAL] 
In  the  presence  of         I      Q   L  LEFFERTS,  [SEAL] 

MARKBOYCE.J       JAMESHYDE,  [SEAL] 

STATE  OF  NEW  YORK,    { 
COUNTY  OF  NEW  YORK.  ) 

Be  it  remembered  that  on  this  22d  day  of  May,  A.  D. 
eighteen  hundred  and  ninety-nine,  before  me,  a  Commis- 
sioner of  Deeds  for  the  State  of  New  Jersey,  residing  in 
New  York,  personally  appeared  C.  R.  Hoopes,  O.  L. 
Lefferts,  and  James  Hyde,  who  I  am  satisfied  are  the  per- 
sons named  in  and  who  executed  the  foregoing  certificate, 
and  I  having  first  made  known  to  them,  and  each  of  them, 


4»  NEW   SECRETARY  S    MANUAL. 

the  contents  thereof,  they  did  each  acknowledge  that  they 
signed,  sealed  and  delivered  the  same  as  their  voluntary  act 
and  deed.  JOHN  H.  BECKLEY, 

[SEAL]  A  Commissioner  of    Deeds  for  the  State  of 

New  Jersey,  residing  in  New  York. 

(ice  I.  R.  Stamp  Can.) 

Received  in  the  Clerk's  office  of  the  County  of  Essex,  on 
the  22d  day  of  May,  A.  D.  1899,  and  recorded  in  Book  20  of 
Incorporated  Business  Companies  for  said  county,  page  no. 
WILLIAM  O.  KUEBLER,  Clerk. 

ENDORSED. 

"  Filed  May  24,  1899.  GEORGE  WURTS, 

"  Secretary  of  State." 

No.  6.— ARTICLES  OF  INCORPORATION  OF  RAILROAD 
CORPORATION. 

KNOW  ALL  MEN  BY  THESE  PRESENTS: 

That  we,  —  — ,  of  the  County  of  —  — ,  State  of  Califor- 
nia, and  subscribers  to  the  capital  stock  of  the  proposed  cor- 
poration hereinafter  named,  being  desirous  of  organizing  a 
corporation  under  and  pursuant  to  the  provisions  of  Article 
One,  Chapter  One  of  Title  One  of  Part  IV  of  the  Civil  Code 
of  the  State  of  California,  to  that  end  do  hereby  certify  and 
declare  as  follows: 

I. 

That  we  do  hereby  erect  ourselves  into  a  Corporation 
under  and  pursuant  to  the  provisions  of  said  Civil  Code, 
under  the  corporate  name  and  style  of  the  Los  Angeles  and 
San  Diego  Railroad  Company. 

II. 

That  said  Corporation  is  formed  for  the  following  purposes, 
namely:  (See  Form  No.  n.) 


NEW   SECRETARY  S    MANUAL.  49 

III. 

That  said  railroad  is  to  commence  at  a  point  at  or  near 
the  City  of  Los  Angeles  in  said  Los  Angeles  County,  there 
to  connect  with  the  railroad  of  the  Southern  Pacific  Railway 
Company  and  run  from  thence  in  a  general  southeasterly 
direction,  by  the  most  practicable  route,  through  and  into 
said  Counties  of  Los  Angeles,  Orange  and  San  Diego  and  to 
terminate  in  said  San  Diego  County  at  or  near  the  City  oj 
San  Diego. 

IV. 

That  the  estimated  length  of  said  road  is  one  hundred 
miles,  as  near  as  may  be. 

V. 

Principal  place  of  business. 

VI. 
Term  of  existence. 

VII. 
Directors. 

VIII. 

Capital  stock. 

(To  statement  of  capital  stock  add:) 
Being  one  thousand  dollars  for  each  mile  of  said  road. 

IX. 

Subscribers  and  amount. 

X. 

Before  the  filing  of  these  articles,  the  subscribers  hereto 
have  duly  elected  a  Treasurer,  to  wit:  Lucien  Lansing,  to 
whom  there  has  been  paid  for  the  use  and  benefit  of  said 
Corporation  the  sum  of  twenty  thousand  dollars,  being 
ten  per  cent  of  the  amount  of  the  subscribed  capital  stock  of 
the  Corporation. 


50  NEW  SECRETARY'S  MANUAL. 

SIGNATURES. — ACKNOWLEDGMENT. 

STATE  OF  CALIFORNIA,  1 

CITY  AND  COUNTY  OF  Los  ANGELES.  / 

Lucien  Lansing,  being  first  duly  sworn,  deposeth  and 
saith:  That  he  is  the  person  named  as  Treasurer  in  the  Arti- 
cles of  Incorporation  of  the  Los  Angeles  and  San  Diego 
Railroad  Company  filed  herewith;  that  the  required  amount 
of  the  capital  stock  of  said  Corporation,  to  wit:  the  sum  of 
one  hundred  thousand  dollars,  has  been  actually  subscribed, 
the  same  being  one  thousand  dollars  for  each  mile  of  said 
contemplated  railroad  or  work;  that  there  has  been  actually 
paid  to  the  affiant,  as  such  Treasurer,  the  sum  of  ten  thou- 
sand dollars  for  the  use  and  benefit  of  said  Corporation,  said 
amount  so  paid  being  ten  per  cent  of  the  amount  of  the 
capital  stock  of  said  Corporation  actually  subscribed.  And 
further  deponent  saith  not.  LUCIEN  LANSING. 

Subscribed  and  sworn  to  before  me  this  gth  day  of  August, 
A.  D.,  1887.  JASPER  GOODWIN, 

Notary  Public. 
In  and  for  the  County  of  Los  Angeles,  State  of  California. 

No.  7.— ARTICLES  OF  INCORPORATION  OF  A  NON- 
STOCK CORPORATION  (California). 

ARTICLES   OF   INCORPORATION 

OF  THE 

LEAGUE  FOR   BETTER  CITY   GOVERNMENT  IN 

Los  ANGELES. 
KNOW  ALL  MEN  BY  THESE  PRESENTS: 

That  we,  the  undersigned,  all  of  whom  are  citizens  and 
residents  of  the  City  of  Los  Angeles,  State  of  California, 
and  members  of  the  unincorporated  association  known  as 
the  League  for  Better  City  Government  of  Los  Angeles, 
desiring  to  incorporate  ourselves  under  the  provisions  of 


NEW  SECRETARY'S  MANUAL.  51 

Division  I,  Part  IV,  Title  XII,  of  the  Civil  Code  of  the 
State  of  California,  do  hereby  certify- 
First.    That  the  name  of  said  Corporation  shall  be  the 
LEAGUE  FOR  BETTER  CITY  GOVERNMENT  IN  Los  ANGELES. 
Second.     That  the  purposes  for  which  it  is  formed  are  to 
cultivate  and  foster  a  spirit  of  civic  patriotism  among  the 
citizens  of  Los  Angeles,  and  to  do  all  things  lawful  to  bring 
about  and  maintain  efficient  and  economical  administration 
of  municipal  affairs  in  the  city. 

Third.  That  the  place  where  the  principal  business  of 
said  Corporation  is  to  be  transacted  is  the  City  of  Los 
Angeles,  County  of  Los  Angeles,  State  of  California. 

Fourth.  That  the  term  for  which  said  Corporation  is 
to  exist  is  fifty  years,  from  and  after  the  date  of  its 
incorporation. 

Fifth.  That  the  number  of  Directors  of  said  Corporation 
shall  be  twice  the  number  of  wards  from  time  to  time  exist- 
ing in  the  City  of  Los  Angeles,  plus  five,  two  of  which 
Directors  shall  reside  in  and  be  elected  from  each  ward,  and 
five  of  whom  shall  be  elected  from  the  city  at  large,  as  shall 
be  more  specifically  set  out  in  the  By-Laws  to  be  hereafter 
adopted.  That  the  number  of  the  Directors  appointed  to 
serve  until  the  first  annual  meeting,  and  until  the  election 
and  qualification  of  their  successors,  is  twenty-three,  and 
their  names  and  residences  are  as  follows: 


NAMES. 

WHOSE   RESIDENCE   IS  AT 

That  pursuant  to  notice,  authorized  by  resolution  of  the 
Central  Committee  of  said  Association  and  signed  by  the 
President  and  Secretary,  designating  the  objects  of  the 
meeting  and  the  time  and  place  at  which  it  should  be  held, 
duly  and  personally  served  upon  each  member  thereof,  in 
accordance  with  the  rules  and  regulations  of  said  Associa- 
tion, a  meeting  of  the  regular  members  of  said  Association, 


52  NEW  SECRETARY'S  MANUAL. 

to  wit,  the  League  for  Better  City  Government  of  the  City  of 

Los  Angeles,  was  duly  held  at , 

in  the  said  City  of  Los  Angeles,  on  the day  of , 

1897,  at o'clock M.,  being  respectively  the  place  and 

time  named  in  said  notice,  for  the  purpose,  among  other 
things,  of  considering  and  acting  upon  the  question  of  incor- 
poration, and,  if  the  same  should  be  approved  and  deter- 
mined upon,  to  elect  Directors  to  serve  until  the  next  annual 
meeting. 

That  at  said  meeting  a  majority  of  the  regular  members  of 
said  Association  were  present,  either  in  person  or  by  proxy, 
and,  by  resolution  duly  passed,  determined  to  incorporate, 
and  to  elect  twenty-three  Directors,  and  voted  at  such 
election,  then  and  there  regularly  held,  by  ballot. 

That  at  such  election,  the  foregoing  named  twenty-three 
persons  were  duly  and  regularly  elected  as  Directors,  to 
serve  until  the  first  annual  meeting,  to  be  held  as  hereafter 
fixed  by  the  By-Laws,  and  the  election  and  appointment  of 
their  successors,  as  is  more  particularly  set  forth  in  the  cer- 
tificate and  verification  made  by  the  officers  who  conducted 
the  said  election,  hereto  annexed  and  made  a  part  of  these 
Articles. 

Sixth.  That  this  Corporation  is  not  formed  for  profit  and 
has  no  capital  stock. 

IN  WITNESS  WHEREOF,  we  have  hereunto  set  our  hands 
and  seals  this day  of  —  —  1897. 

(Here  follows  Certificate  of  Acknowledgment  by  at  least 
five  of  the  signers.) 


STATE  OF  CALIFORNIA,  1 

COUNTY  OF  Los  ANGELES,  j 


and 

being  duly  sworn,  depose  and  say,  and  each  for  himself 
deposes  and  saith:    That  the  meeting  of  the  Association 


NEW  SECRETARY'S  MANUAL.  53 

known  as  the  League  for  Better  City  Government  of  the 
City  of  Los  Angeles,  described  and  set  forth  in  the  fore- 
going Articles  of  Incorporation,  was  duly  and  regularly 
called  and  held  in  the  manner  and  at  the  time  and  place  set 
forth  above. 

That  at  the  said  meeting,  the  said 

was  duly  elected   Chairman  by  the  members  present,  and 

did  preside  at  said  meeting;   that  said 

was  duly  elected  and  acted  as  Secretary  of  said  meeting; 

that  said  -  —  and were   duly 

appointed  and  acted  as  a  Committee  on  Credentials  and 

Proxies;  that  said  and  

were  duly  appointed  and  acted  as  Tellers  at  the  election 
hereinafter  mentioned;  that  at  said  meeting  there  were 
present,  either  in  person  or  by  proxy,  as  evidenced  by  duly 
written  appointment  duly  filed  with  the  Secretary  of  said 

meeting,  -     members  of  said  Association,  being  more 

than  a  majority  of  the  entire  number  of  said  members  in 
regular  standing  and  entitled  to  vote  in  accordance  with 
the  rules  and  regulations  of  said  Association;  that  the  fore- 
going Articles  of  Incorporation  were  presented,  read  to  and 
approved  by  the  meeting;  that  thereupon  an  election  by 
ballot  was  duly  had  and  held  for  twenty-three  Directors,  of 
whom  five  were  to  be  elected  from  the  city  at  large,  and  two 
from  and  residing  in  each  ward  of  the  city;  that  more  than  a 

majority,  to  wit, —  of  the  members  of  said  Association 

in  regular  standing  voted,  either  in  person  or  by  their  said 
proxies,  and,  the  votes  being  canvassed,  the  following 
named  persons  were  found  to  have  received  the  highest 
number  of  votes,  to  wit: 

From  the  First  Ward — 

And,  etc. 

Whereupon  the  Chairman  declared  the  same  duly  elected 
Directors  of  the  Corporation,  to  serve  until  the  first  annual 


54  NEW   SECRETARY  S    MANUAL. 

meeting  thereafter  (to  be  fixed  by  the  By- Laws),  and  until 
their  successors  are  elected  and  qualified. 


Subscribed  and  sworn  to  before  me 
this  —        —  day  of  —      — ,  1897. 

Notary  Public  in  and  for  the  County 
of  Los  Angeles,  State  of  California. 


No.   8.— ARTICLES   OF   ASSOCIATION    OF    A    CO- 
OPERATIVE ASSOCIATION  (California). 

ARTICLES  OF  ASSOCIATION 

OF   THE 

SOUTHERN  CALIFORNIA  FRUIT  EXCHANGE. 
KNOW  ALL  MEN  BY  THESE  PRESENTS: 

That  we,  the  undersigned,  have  this  day  voluntarily  asso- 
ciated   ourselves   together  for  the  purpose  of    forming  a 
Co-operative  Association  under  the  laws  of  the  State  of 
California. 
AND  WE  HEREBY  CERTIFY, 

First.  That  the  name  of  said  Association  shall  be  the 
Southern  California  Fruit  Exchange. 

Second.  That  the  purposes  for  which  it  is  formed  are: 
(a)  To  promote  the  interests  of  producers  of  fruits  and  other 
food  products  of  Southern  California,  especially  by  collecting 
and  disseminating  information  and  statistics  bearing  upon 
the  preparation  and  marketing  of  said  products;  to  establish 


NEW  SECRETARY'S  MANUAL.  55 

uniformity  in  methods  of  grading  and  packing;  to  extend 
and  develop  markets.  (£)  To  borrow  money;  to  loan  and 
make  advances  of  the  same  upon  products  in  possession,  or 
under  the  control,  of  the  Corporation,  and  to  promote  the 
formation  of  local  co-operative  associations  to  affiliate  with 
this  Corporation  and  to  assist  in  establishing  their  credit. 
(c)  To  purchase,  for  the  different  local  associations,  all  sup- 
plies used  in  raising,  preparing  and  marketing  said  fruit  and 
food  products;  to  lease,  purchase  or  otherwise  obtain  such 
real  or  personal  property  as  may  be  necessary  to  the  trans- 
action of  the  business  of  the  Corporation,  and  to  sell  or 
otherwise  exchange  or  dispose  of  the  same,  (d)  To  receive, 
store  and  market,  for  account  of  its  different  associations, 
all  fruit  and  other  food  products  intrusted  to  the  Corporation 
for  the  purpose,  on  such  terms  as  the  Board  of  Directors 
shall  prescribe. 

Third.  That  the  place  where  the  principal  business  of 
said  Association  is  to  be  transacted  is  Los  Angeles,  Los 
Angeles  County,  State  of  California. 

Fourth.  That  the  term  for  which  said  Association  is  to 
exist  is  twenty  years,  from  and  after  the  date  of  its  formation. 

Fifth.  That  the  number  of  Directors  of  said  Association 
shall  be  seven,  and  that  the  names  and  residences  of  Directors 
who  are  selected  for  the  first  year,  and  to  serve  until  the 
election  and  qualification  of  such  officers,  are  as  follows, 
to  wit: 


WHOSE   RESIDENCE    IS   AT 


M.  O.  Randall 
J.  B.  Neff 
R.  Dunn 
J.  A.  Brown 
F.  A.  Bliss 
S.  G.  Butler 
A.  R.  Sprague 


Newhall,  Cal. 
Camulos,  Cal. 
Fillmore,  Cal. 
Bardsdale,  Cal. 
Los  Angeles,  Cal. 
Burbank,  Cal. 
Orange,  Cal. 


56  NEW  SECRETARY'S  MANUAL. 

Sixth.  That  the  amount  which  each  member  of  said 
Association  is  to  pay  upon  admission  thereto,  as  a  member- 
ship fee,  shall  be  one  dollar. 

Seventh.  That  each  member  thereof  whose  signature  is 
hereunto  attached  has  actually  paid  in  said  sum. 

Eighth.  That  the  interest  and  right  of  all  members  of 
said  Association  shall  be  equal. 

IN  WITNESS  WHEREOF,  we  have  hereunto  set  our  hands 
and  seals,  this  tenth  day  of  May,  A.  D.  1899. 

M.  O.  Randall,  [SEAL] 
J.  B.  Neff,  [SEAL] 
R.  Dunn,  [SEAL] 

J.  A.  Brown,  [SEAL] 
F.  A.  Bliss,  [SEAL] 
L.  G.  Butler,  [SEAL] 
A.  R.  Sprague,  [SEAL] 

(Acknowledgment  as  in  form  No.  4.) 


No.  9. — CERTIFICATE  OF  FILING  OF  ARTICLES  OF 
INCORPORATION,  ISSUED  BY  SECRETARY  OF 
STATE. 

CERTIFICATE  OF  INCORPORATION. 

STATE  OF  CALIFORNIA,        \ 
DEPARTMENT  OF  STATE.  J 

I,  L.  H.  Brown,  Secretary  of  State  of  the  State  of  California, 
do  hereby  certify  that  a  copy  of  the  Articles  of  Incorporation 
of  the  Fraternal  Mutual  Building  and  Loan  Association, 
certified  by  the  County  Clerk  of  the  County  of  Los  Angeles 
as  a  copy  of  such  Articles  filed  in  his  office,  was  filed  in  this 
office  on  the  iyth  day  of  April,  A.  D.  1895,  which  Articles  and 
the  copy  thereof  contained  the  required  Statement  of  Facts, 
to  wit:  First,  the  name  of  the  Corporation  as  aforesaid; 


NEW   SECRETARY  S    MANUAL. 


57 


second,  the  purpose  for  which  it  is  formed;  third,  the  place 
where  its  principal  business  is  to  be  transacted;  fourth,  the 
term  for  which  it  is  to  exist;  fifth,  the  number  of  its  Directors 
or  Trustees,  and  the  names  and  residences  of  those  who  are 
appointed  for  the  first  year;  sixth,  the  amount  of  its  capital 
stock,  and  the  number  of  shares  into  which  it  is  divided ; 
seventh,  the  amount  of  its  capital  stock  actually  subscribed, 
and  by  whom. 

WITNESS  my  hand  and  the  Great  Seal 
[GREAT  of  State,  at   office    in  Sacramento, 

SEAL  California,    this,    the    ijth    day    of 

OF  STATE]  April,  A.  D.  1895. 

L.  H.  Brown, 
Secretary  of  State. 


PURPOSES:    STOCK    CORPORA- 
TIONS. 


No.  10.— PURPOSES  OF  ELECTRIC  LIGHT,  HEAT  AND 
POWER  Co. 

That  the  purposes  for  which  said  Corporation  is  formed 
are  to  manufacture,  produce,  generate  or  otherwise  obtain 
electric  light,  power  and  heat  from  the  waters  of  the  San  Luis 
Rey  River  in  the  County  of  San  Diego,  State  of  California, 
and  from  other  waters  and  substances;  to  condemn  and  ob- 
tain rights  of  way,  easements  and  franchises  for  the  purposes 
of  marketing,  selling,  storing,  furnishing,  conducting  and 
transporting  water,  light,  power  and  heat  to  such  places  as 
may  be  deemed  convenient  by  the  Board  of  Directors  of 
said  Corporation;  to  sell,  furnish  and  deal  in  electric  light, 
heat  and  power,  and  to  dispose  of  such  portions  thereof  as 
5 


58  NEW  SECRETARY'S  MANUAL. 

may  not  be  used  by  this  Corporation,  to  cities,  towns,  villages, 
private  corporations  and  individuals;  to  erect,  construct  and 
operate  such  buildings,  structures,  machinery,  apparatus, 
and  devices  as  may  be  deemed  necessary  or  convenient  by 
the  Board  of  Directors  of  said  Corporation,  for  the  purposes 
of  the  Corporation;  to  buy,  sell  and  deal  in  such  goods,  wares, 
merchandise  and  materials  as  may  be,  by  said  Board  of  Direc- 
tors, deemed  necessary  or  convenient  in  furnishing  men  and 
means  for  carrying  on  said  business;  to  locate,  claim,  divert 
and  otherwise  acquire  water  and  water  rights  under  the  laws 
of  the  State  of  California  for  all  purposes;  to  construct,  ac- 
quire and  maintain  ditches,  dams,  tunnels,  levees,  viaducts, 
bridges,  embankments  and  excavations,  to,  across  and  from 
any  water  course,  lake,  stream  or  water-way,  and  to  sell, 
lease,  grant  or  otherwise  dispose  of  so  much  of  the  water  or 
water  rights  thus  secured,  controlled  or  appropriated,  as 
may  not  be  used  by  this  Corporation,  to  certain  persons  or 
corporations  by  certain  special  contracts  or  otherwise;  to 
transmit  electric  light,  power  and  heat  to  purchasers 
thereof  and  to  such  places  as  the  Board  of  Directors  shall 
deem  proper,  by  means  of  poles  and  wires,  conduits  and 
subways,  or  otherwise,  over  or  through  any  lands  or 
waters,  or  both,  in  said  State  of  California  and  elsewhere, 
if  the  purposes  of  said  Corporation  shall  so  require;  to  acquire 
by  deed,  gift,  will,  grant,  or  otherwise,  lands,  tenements, 
hereditaments,  leasehold  estates,  water,  water  rights,  bonds, 
notes,  bills,  claims,  evidences  of  indebtedness,  stock  of 
incorporated  companies,  franchises,  privileges,  patent  rights 
and  licenses,  property  and  every  estate,  right,  interest  and 
appurtenance  in,  to  or  concerning  real  and  personal  property 
of  every  name  and  nature,  legal  and  equitable,  and  to  have 
and  to  hold,  use  and  enjoy,  manage,  control,  grant,  assign, 
transfer  and  convey,  encumber  by  mortgage  or  deed  of  trust, 
and  otherwise  dispose  of  the  same  and  every  part  thereof, 
or  interest  therein,  and  to  engage  in  the  business  of  manu- 
facturing in  all  its  departments;  to  engage  in  the  business  of 


NEW  SECRETARY'S  MANUAL.  59 

supplying  light,  heat  and  power  by  electrical  appliances  or 
otherwise;  to  sell  or  exchange  the  capital  stock  of  the  Corpo- 
ration hereby  created,  or  any  part  thereof,  for  the  capital 
stock  of  other  corporations,  and  for  other  property,  rights 
or  franchises,  as  the  Board  of  Directors  of  this  Corporation 
may  deem  necessary  for  the  purposes  of  this  Corporation  and 
the  prosecution  of  its  business. 


No.  11.— PURPOSES  OF  RAILROAD  COMPANY. 

To  purchase,  construct,  maintain,  operate,  and  conduct  a 
railroad  of  standard  gauge,  in  the  State  of  California,  to  be 
operated  by  steam,  electricity,  or  any  other  motive  power, 
for  the  carrying  of  passengers  and  freight  thereon  and  there- 
over for  hire,  with  all  the  necessary  tracks,  side  tracks,  spur 
tracks,  and  equipment  for  the  same;  also  to  conduct,  pur- 
chase, own,  and  maintain  a  public  or  private  electric  tele- 
graph and  telephone  line,  or  either  of  such  lines,  along  the 
line  of  said  proposed  railroad,  and  to  operate  the  same  and 
the  business  thereof;  and  to  lease  said  telegraph  and  tele- 
phone lines,  or  either  of  them,  to  other  persons  or  individ- 
uals, or  to  contract  with  other  persons  or  individuals  for  the 
construction,  operation,  and  maintenance  thereof,  or  of 
either  thereof,  and  for  either  such  construction,  operation,  or 
maintenance  of  said  telegraph  and  telephone  lines,  or  either 
of  them;  and  to  buy,  build,  maintafn,  operate,  run,  and 
conduct  steamboats  and  ferry-boats  for  the  transportation  of 
passengers  and  freight,  and  to  carry  on  a  general  express 
business  in  connection  with  the  operation  of  said  railroad; 
and  to  have  and  exercise  such  other  powers  as  any  railroad 
company  may  be  allowed  by  law  to  exercise  in  the  present 
or  in  the  future;  with  full  power  to  issue  its  stock  in  accord- 
ance with  its  By-Laws  and  the  laws  of  the  State  of  California ; 
and  to  borrow  money  and  issue  bonds  upon  its  road  and 
property;  and,  in  connection  with  said  railroads  and  steam- 


60  NEW  SECRETARY'S  MANUAL. 

boats,  to  run  and  operate  vessels  and  barges,  with  full  power 
to  purchase  and  build  wharves,  docks,  and  landings,  and  to 
buy  or  otherwise  acquire  all  real  estate  necessary  and  proper 
for  the  exercise  of  the  powers  of  said  Corporation;  and  to 
purchase,  construct,  own,  or  lease  warehouses,  station  build- 
ings, engine  houses,  coal  chutes,  machine  and  car  shops  as 
may  be  deemed  necessary  for  the  carrying  on  of  the  business 
of  said  Company  and  the  business  of  a  common  carrier; 
and  to  obtain  and  receive  gifts  of  real  and  personal  property 
and  subscriptions  towards  the  building  of  its  road ;  and  to 
purchase,  construct,  own,  maintain,  and  operate  in  conjunc- 
tion with  said  railroad  such  branch  and  side  lines  and  rail- 
roads between  said  railroad  and  such  points  as  the  Board  of 
Directors  of  said  Company  may  from  time  to  time  determine 
to  be  necessary  for  the  business  of  said  road. 


No.  12. — PURPOSES  OF  LOAN  AND  TRUST  Co. 

That  the  purposes  for  which  it  is  formed  are  to  accept  and 
execute  trusts  of  any  and  every  nature,  kind  and  description 
that  may  be  committed  to  it ;  to  attend  in  legal  manner  to 
the  management  and  settlement  of  estates,  guardianships, 
assignments,  receiverships,  and  other  trusts,  whether  under 
appointment  of  Courts  or  otherwise;  to  act  as  executor, 
administrator,  and  guardian  of  estates ;  to  act  as  pledge 
holder,  attorney  in  fact,  agent,  assignee,  receiver,  depositary 
or  trustee;  to  do  a  safe  deposit  business;  to  receive  and 
keep  in  safe  deposit  vaults,  or  in  other  places  of  safe  keep- 
ing, bonds,  stocks,  notes,  papers,  and  valuables  of  every 
kind,  and  to  collect  and  receive  compensation  for  such  keep- 
ing ;  to  purchase,  own,  hold,  sell,  assign,  and  hypothecate 
personal  property,  bonds,  choses  in  action,  bank  stock, 
capital  stock  of  other  corporations,  and  all  classes  of  evi- 
dences of  indebtedness ;  to  issue  and  sell  debentures  and 
debenture  bonds,  secured  by  mortgages  on  real  property  or 


NEW  SECRETARY'S  MANUAL.  61 

otherwise  secured  ;  to  receive  on  deposit,  or  otherwise,  trust 
funds  or  moneys  belonging  to  States,  counties,  cities,  cities 
and  counties,  and  other  municipal  corporations,  and  to  deal 
therewith  according  to  law ;  to  do  a  general  banking  busi- 
ness ;  to  issue  certificates  of  deposit  or  indebtedness  upon 
interest  or  otherwise,  and  with  or  without  conditions  as  to 
time  of  payment ;  to  invest  or  loan  money  upon  commission 
or  otherwise ;  to  purchase,  hold,  own,  sell,  mortgage,  and 
convey  such  real  estate  as  may  be  necessary  for  carrying  on 
the  business  of  said  Corporation,  and  such  other  real  prop- 
erty as  may  be  taken  in  security  for  or  in  payment  of  debts 
owing  to  said  Corporation  ;  and  in  addition  to  carrying  on 
the  business  of  said  Corporation  at  its  principal  place  of 
business,  to  establish  agencies  of  said  Corporation  at  other 

places  within  the  State  of for  the  accomplishment  of 

any  of  the  foregoing  purposes. 

No.  13.— PURPOSES  OF  OIL  COMPANY. 

(1)  To   buy  and  otherwise  acquire,    to    hold   and   own, 
manage,    operate,    improve,   and    develop,    lands,    mining 
claims,  mineral  rights,  oil  wells,  and  other  real  estate,  and 
interests  and  rights  in  any  of  said  properties. 

(2)  To  engage  in  and  carry  on  the  business   of  boring 
and  exploring  for,  producing,  refining,  distilling,  treating, 
manufacturing,  piping,  carrying,  handling,  storing,  dealing 
in,  buying  and  selling  oils,  petroleum,  natural  gas,  asphal- 
tum,  bitumen,   bituminous  rock,   and    other    mineral    and 
hydrocarbon  substances,  and  products  of  all  of  such  sub- 
stances ;  and  for  such  purposes  to  buy  and  otherwise  acquire, 
hold,  own,  manage,  and  operate  refineries,  pipe  lines,  tanks, 
manufactories,  machinery,  wharves,  tank  cars,  and  steam 
and  sailing    vessels,   for  water  transportation,   and    other 
works,  property  and  appliances  that  may  be  incident  or 
auxiliary  to  said  business  or  that  may  be  deemed  necessary 
or  convenient  by  the  Board  of  Directors. 


62  NEW  SECRETARY'S  MANUAL. 

(3)  Also  to  take  and  acquire  by  purchase,  exchange,  or 
other  lawful  modes,  and  to  hold,  own,  sell  and  otherwise 
dispose  of  the  capital  stock  and  bonds  of  other  corporations. 

(4)  Also  to  establish  and  carry  on  agencies,  offices,  stor- 
age tanks,  and   houses,  and  to  sell  articles  and  products 
manufactured  by  itself  or  other  persons  or  corporations,  in 
California  and  other  States  and  Territories  of  the  United 
States  of  America  and  in  foreign  countries. 


No.  14.— PURPOSES  OF  BAKING  POWDER  Co. 

The  objects  for  which  the  Corporation  is  formed  are 
manufacturing,  buying,  selling,  importing,  exporting,  refin- 
ing and  dealing  in  baking  powders,  argals,  cream  of  tartar, 
tartaric  acid,  and  all  other  chemicals  which  are  or  may 
be  component  parts  of  baking  powder  or  may  be  con- 
veniently produced  or  dealt  in,  in  connection  therewith,  and 
generally  to  carry  on  any  manufacturing  or  other  business 
which  can  conveniently  be  carried  on  in  conjunction  with 
any  of  tne  matters  aforesaid,  or  in  or  upon  the  premises  of 
the  Company.  Also  to  purchase,  acquire,  hold  and  dispose 
of  patent  rights,  letters  patent,  processes,  devices,  inven- 
tions, trade-marks,  experience,  formulas,  good  will  and 
other  rights,  and  also  to  purchase,  hold,  sell,  assign,  transfer, 
mortgage,  pledge,  and  otherwise  dispose  of,  the  shares  of 
the  capital  stock  of,  or  any  bonds,  securities,  or  evidences 
of  indebtedness  created  by,  any  other  corporation  or  corpo- 
rations of  the  State  of  New  Jersey,  or  of  any  other  State, 
and  while  owner  of  such  stock  to  exercise  all  the  rights, 
powers,  and  privileges  of  ownership,  including  the  right  to 
vote  thereon,  and  also  to  do  and  transact  all  acts,  business 
and  things  incident  to  or  relating  to  or  convenient  in  carry- 
ing out  its  business,  as  aforesaid. 

Said  Corporation  may  conduct  business  in  other  States  or 
in  foreign  countries,  and  have  one  or  more  offices  out  of  the 


NEW  SECRETARY'S  MANUAL.  63 

State  of  New  Jersey,  and  may  hold,  purchase,  mortgage, 
and  convey  real  and  personal  property  out  of  the  State  of 
New  Jersey. 

The  Directors  may  hold  their  meetings  and  have  an 
office  and  keep  the  books  of  the  Corporation  (except  the 
stock  and  transfer  books)  outside  of  the  State  of  New 
Jersey. 


PURPOSES:     NON-STOCK   COR- 
PORATIONS. 

No.  15.— PURPOSES  OF  CHAMBER  OF  COMMERCE. 

To  foster  and  encourage  commerce,  to  stimulate  home 
manufactures,  to  assist  in  procuring  a  market  for  our  prod- 
ucts, to  induce  immigration,  to  bring  about  the  subdivision, 
settlement,  and  cultivation  of  our  lands,  to  assist  in  the 
development  of  the  material  resources  of  this  region,  and 
generally  to  promote  the  business  interests  of  Southern 
California. 

No.  16.— PURPOSES  OF  BAR  ASSOCIATION. 

The  said  Corporation  is  to  be  called  the  Pennsylvania 
Bar  Association,  and  the  object  of  its  formation  is  to  ad- 
vance the  science  of  jurisprudence;  to  promote  the  admin- 
istration of  justice;  to  secure  proper  legislation;  to  encour- 
age a  thorough  legal  education;  to  uphold  the  honor  and 
dignity  of  the  Bar;  to  cultivate  cordial  intercourse  among 
the  lawyers  of  Pennsylvania;  to  perpetuate  the  history  of  the 
profession  and  the  memory  of  its  members,  and  such  kindred 
purposes  as  the  Association  may  from  time  to  time  deter- 
mine, and  to  that  end  to  obtain  and  enjoy  all  the  rights, 
powers  and  privileges  conferred  by  the  above-mentioned 
act  and  the  supplements  thereto. 


64  NEW  SECRETARY'S  MANUAL. 

No.  17.— PURPOSES  OF  THE  CEMETERY  ASSOCIATION. 

That  the  purposes  for  which  it  is  formed  are  to  establish 
and  maintain  a  cemetery;  to  take  and  to  hold  by  purchase, 
donation  or  device  the  real  estate  necessary  for  such  pur- 
poses, to  be  held  exclusively  as  a  cemetery  for  the  burial  of 
the  dead;  to  subdivide,  layout,  improve,  embellish,  repair 
and  preserve  the  grounds,  avenues,  and  superstructures  of 
said  cemetery;  to  purchase  material  for  such  improvement, 
embellishment,  repair,  and  preservation;  to  offer  for  sale, 
sell  and  convey,  lots,  plats  and  graves  in  said  cemetery;  to 
transact  generally  all  of  the  business  usually  done  by  such 
corporations;  and  to  do  any  and  all  things  which  may 
lawfully  be  done  in  carrying  out  the  purposes  of  this 
Corporation. 

No.  18.— PURPOSES  OF  PRESBYTERIAN  CHURCH. 

That  the  purposes  for  which  it  is  formed  are  to  establish, 
control  and  maintain  the  Presbyterian  Church  of  Orange,  in 
the  town  of  Orange,  County  of  Orange,  and  State  of  Cali- 
fornia, and  in  connection  therewith  to  make  suitable  and 
customary  provision  for  public  worship,  and  to  this  end  to 
purchase,  hold  and  convey  such  real  and  personal  estate  as 
the  purposes  of  the  Corporation  may  require;  to  erect 
buildings  and  structures  on  said  real  estate  for  public 
worship,  religious  training  and  other  purposes;  and  to  do  any 
and  all  things  necessary  and  proper  for  the  carrying  out  of 
said  purposes  in  accordance  with  the  laws  of  the  State  of 
California,  and  in  conformity  to  the  doctrine,  government, 
discipline  and  worship  of  the  Presbyterian  Church  in  the 
United  States  of  America. 

No.  19.— PURPOSES  OF  SOCIETY  OF  PIONEERS. 

(i)  To  cultivate  social  intercourse  and  form  a  more  per- 
fect union  among  its  members  and  create  a  fund  for 
charitable  purposes  in  their  behalf. 


NEW  SECRETARY'S  MANUAL.  65 

(2)  To  collect  and   preserve  information   in    connection 

with  the  early  settlement  and  subsequent  history  of  

County. 

(3)  To  form  such  libraries  and  cabinets  and  pursue  such 
literary  and  scientific  objects,  as  the  Board  of  Directors  may, 
from  time  to  time,  determine,  and  in  all  appropriate  matters 
to  advance  the  interests  and  perpetuate  the  memory  of  those 
whose  sagacity,  energy   and   enterprise  induced  them  to 
settle  in,  and  become  the  founders  of,  a  new  country. 

(3)  That  it  is  designed  to  be  and  is  a  moral,  beneficial, 
literary  and  scientific  Association. 


PART  SECOND. 


ORGANIZATION. 


Under  our  system  of  incorporation  through  general 
laws,  a  private  corporation  is  created  upon  the  execu- 
tion, by  persons  desirous  of  incorporating,  of  articles 
of  incorporation,  the  filing  of  such  articles  in  certain 
designated  offices,  and  the  certification  of  same  by 
specified  public  officers;  when  this  instrument  is 
executed,  filed,  and  certified  to  as  required,  the  corpo- 
ration instantly  comes  into  legal  existence. 

Although  now  regularly  formed,  the  corporation 
can  not  act ;  being  an  artificial  person,  it  must  act  by 
means  of  agents,  and  it  has  no  agents.  Incorpora- 
tion must  be  followed  by  organization.  Organization 
means : — 

(1)  The  adoption,  by  the  stockholders,  of  by-law 
for  the  government  of  the  corporation. 

(2)  The   election,  by  the   directors,  of  officers  to 
transact  the  corporation  business. 

(3)  The    providing   for    payments   to   the   capital 
stock,  and   for   the   issuance   to   the  shareholders  of 
evidences  of  their  holdings,  and  the  taking  of  such 
further  steps  as  may  be  necessary  to  endow  the  legal 
entity  with  capacity  to  carry  on  the  business  for  which 
it  was  created. 

The  following  agenda,  or  memoranda  of  things  to 
be  done,  may  afford  incorporators  some  suggestions 
in  the  way  of  organizing. 
(66) 


NEW  SECRETARY'S  MANUAL.  67 

Hold  first  meetings  within  one  month  after  filing 
articles  of  incorporation. 

STOCKHOLDERS'  MEETING. 

Elect  Chairman  of  meeting. 
Elect  Secretary  of  meeting. 
Adopt  By- Laws,  and  sign  same. 
Adjourn. 

DIRECTORS'  MEETING. 

(1)  Elect  Chairman  of  meeting. 

(2)  Elect  Secretary  of  meeting. 

(3)  Elect  permanent  officers: 
President. 

Vice- President. 
Secretary. 
Treasurer. 
Superintendent. 

(4)  Adopt  corporate  seal. 

(5)  Adopt  form  of  stock  certificate. 

(6)  Directors  and  Secretary  certify  to  By- Laws. 

(7)  Authorize  certain  officers  to  sign  and  issue,  and 
receive  and  endorse,  checks  and  drafts. 

(8)  Accept   deeds,    and    authorize   execution    of 
leases,  etc.,  for  property  to  be  immediately  acquired 
by  corporation. 

(9)  Issue  stock  to  incorporators. 
(10)  Adopt  ways  and  means  by — 

(a)  Calling  in  instalments, 

(b)  Levying  assessments,  or 

(c)  Sale  of  treasury  stock. 

To  provide  funds  to  meet  past  and  current  expenses. 
(n)  Take  any  other  necessary  steps,  and  adjourn. 


68  NEW  SECRETARY'S  MANUAL. 

BY-LAWS. 

By-Laws   Defined. — Requisites  of    By-Laws. — Adoption   of 
By-Laws. — What  By-Laws   May  Provide. 

BY-LAWS  DEFINED.  The  by-laws  of  a  corporation 
are  the  written  rules  adopted  by  a  majority  of  the 
stockholders  or  members  for  the  conduct  and  regula- 
tion of  the  affairs  of  the  corporation.  They  are  gen- 
eral rules  governing  future  action. 

REQUISITES  OF  BY-LAWS.  A  by-law  must  be  rea- 
sonable as  well  as  constitutional  and  legal,  and  must 
be  of  uniform  operation  on  all  the  members  of  the 
corporation.1  The  general  rule  is  that  the  by-laws  of 
a  private  corporation  are  binding  upon  none  but  its 
members  and  officers.2 

A  by-law  enters  into  the  compact  between  the  cor- 
poration which  adopts  it,  and  every  taker  of  a  share. 
It  is  in  the  nature  of  a  contract  between  them,3  and  a 
stockholder  is  bound  by  the  by-laws  and  articles  of 
incorporation  whether  he  has  signed  them  or  not. 

The  weight  of  authority  may  fairly  be  said  to  be  in 
favor  of  holding  that  strangers  to  a  corporation  are 
not  charged  with  a  knowledge  of  its  by-laws.4 

A  private  corporation  can  not  repeal  a  by-law  so  as 
to  impair  rights  which  have  been  given  and  become 
vested  by  virtue  of  the  by-law  ;  this,  although  the 
power  is  reserved,  by  charter,  to  alter,  amend  or 
repeal  its  by-laws. 

1  Paxon  v.  Sweet,  i  Gr.  196. 

2  Ward  v.  Johnson,  et  al.,  Am.  Corp.  Cases,  6-462. 
a  Kent  v.  Quicksilver  Mining  Co.,  78  X.  V..  182. 

4  Smith  v.  Smith,  62  111.  493. 


NEW  SECRETARY'S  MANUAL.  69 

ADOPTION  OF  BY-LAWS.  All  by-laws  should  be  in 
writing,  but  a  code  of  by-laws,  however  skilfully 
drawn,  is  of  no  value  until  adopted.  Where  there  is 
no  provision  in  the  statute  or  charter  as  to  who  shall 
adopt  the  by-laws,  then  the  by-laws  can  only  be 
adopted  by  the  stockholders;  but  where  the  statute 
prescribes  that  the  directors  shall  adopt  the  by-laws, 
then  the  stockholders,  although  the  directors  are 
merely  their  agents,  have  no  power  to  adopt  the 
by-laws,  but  must  leave  that  matter  entirely  in  the 
hands  of  their  agents,  the  directors. 

The  by-laws  should  be  adopted  at  the  first  meeting. 
Corporations  of  California  must  enter  their  by-laws  in 
a  "Book  of  By-Laws. "  In  States  where  no  pro- 
vision is  made  as  to  how  the  by-laws  shall  be  entered, 
the  entire  text  of  the  by-laws,  and  the  fact  of  their 
adoption,  should  be  inserted  in  the  minutes  of  the 
meeting  at  which  they  are  adopted. 

Every  corporation  of  California  must,  within  one 
month  after  filing  its  articles  of  incorporation,  adopt 
by-laws,  which  must  not  be  inconsistent  with  the  laws 
of  the  United  States,  nor  with  the  laws  of  said  State. 
Such  by-laws,  when  adopted  by  the  stockholders, 
must  be  certified  to  by  the  Board  of  Directors  and 
the  Secretary  of  the  company,  and  copied  in  a  legible 
hand  in  some  book  to  be  kept  in  the  office  of  the 
corporation,  and  to  be  known  as  the  ' '  Book  of 
By- Laws,"  and  no  new,  amended  or  repealed  by-law 
takes  effect  until  such  entries  are  made.  (See  Corpo- 
rate Books  and  Records.) 

The  by-laws  of  a  California  corporation  may  be 
adopted  at  a  meeting  of  the  stockholders  held  by 
written  consent. 


70  NEW  SECRETARY'S  MANUAL. 

No.  20.— BY-LAWS. 

BY-LAWS  OF  THE 

Victor  Coal  Company  of  Elsinore,  San  Diego    County, 
California. 

Incorporated  June  7,  1887. 

The  name  of  the  corporation  shall  be  the  Victor  Coal 
Company. 

ARTICLE  I. 

CORPORATE  POWERS. 

The  corporate  powers  of  this  corporation  shall  be  vested 
in  a  board  of  five  directors,  who  shall  be  stockholders, 
holding  one  or  more  shares  of  stock  in  their  own  Barnes  on 
the  books  of  the  corporation,  and  three  shall  constitute  a 
quorum  for  the  transaction  of  business. 

ARTICLE  II. 

ELECTION  OF  DIRECTORS. 

The  directors  shall  be  elected  by  ballot,  at  the  annual 
meeting  of  the  stockholders,  to  serve  for  one  year,  and  until 
their  successors  are  elected.  Their  term  of  office  shall  be- 
gin immediately  after  election. 

ARTICLE  III. 

VACANCIES. 

Vacancies  in  the  Board  of  Directors  shall  be  filled  by  the 
other  Directors  in  office;  and  such  persons  shall  hold  office 
until  the  first  meeting  of  the  stock  holders  thereafter. 

ARTICLE  IV. 

POWER  OF  DIRECTORS. 

The  Directors  shall  have  power: 

ist.  To  call  special  meetings  of  the  stockholders  when 
they  deem  it  necessary.  And  they  shall  call  a  meeting  at 
any  time  upon  the  written  request  of  stockholders  holding 
one-third  of  all  the  capital  stock. 

«d.    To  appoint   and   remove,    at  pleasure,  all  officer* 


NEW  SECRETARY'S  MANUAL.  71 

agents  and  employes  of  the  corporation,  prescribe  their 
duties,  fix  their  compensation,  and  require  from  them  security 
for  faithful  service. 

3d.  To  conduct,  manage  and  control  the  affairs  and  bus- 
iness of  the  corporation,  and  to  make  rules  and  regulations, 
not  inconsistent  with  the  laws  of  the  State  of  California,  or 
the  by-laws  of  the  corporation,  for  the  guidance  of  the  offi- 
cers and  management  of  the  affairs  of  the  corporation. 

4th.  To  incur  indebtedness.  The  terms  and  amount  of 
such  indebtedness  shall  be  entered  on  the  minutes  of  the 
Board,  and  the  note  or  obligation  given  for  the  same, 
signed  officially  by  the  President  and  Secretary,  shall  be 
binding  on  the  corporation. 

ARTICLE  V. 

DUTIES  OF  DIRECTORS. 

It  shall  be  the  duty  of  the  Directors: 

ist.  To  cause  to  be  kept  a  complete  record  of  all  their 
minutes  and  acts,  and  of  the  proceedings  of  the  stockhold- 
ers, and  present  a  full  statement  at  the  regular  annual  meet- 
ing of  the  stockholders,  showing  in  detail  the  assets  and  lia- 
bilities of  the  corporation,  and  generally  the  condition  of  its 
affairs.  A  similar  statement  shall  be  presented  at  any  other 
meeting  of  the  stockholders,  when  thereto  required  by  per- 
sons holding  at  least  one-half  of  the  capital  stock  of  the 
corporation 

2d.  To  dec.Jire  dividends  out  of  the  surplus  profits,  when 
such  profits  shall,  in  the  opinion  of  the  Directors,  warrant 
the  same. 

3d.  To  supervise  all  officers,  agents  and  employes,  and 
see  that  their  duties  are  properly  performed.  To  cause  to 
be  issued  to  the  stockholders,  in  proportion  to  their  several 
interests,  certificates  of  stock,  not  to  exceed  in  the  aggre- 
gate ten  thousand  dollars. 


72  NEW   SECRETARY  S    MANUAL. 

ARTICLE  VI. 
OFFICERS. 

The  officers  shall  be  a  President,  Vice  President,  Secretary 
and  Treasurer,  which  officers  shall  be  elected  by,  and  hold 
office  at  the  pleasure  of,  the  Board  of  Directors.  The  com- 
pensation and  tenure  of  office  of  all  the  officers  of  the  cor- 
poration (other  than  Directors)  shall  be  fixed  and  deter- 
mined by  the  Board  of  Directors. 

ARTICLE  VII. 

PRESIDENT. 

The  Board  of  Directors  shall,  at  their  first  regular  meet- 
ing, elect  one  of  their  number  to  act  as  President;  and  if  at 
any  time  the  President  shall  be  unable  to  act,  the  Vice  Pres- 
ident shall  take  his  place  and  perform  his  duties;  and  if  the 
Vice  President  from  any  cause  shall  be  unable  to  act,  they 
shall  appoint  some  other  member  of  the  Board  to  do  so,  in 
whom  shall  be  vested,  for  the  time  being,  all  the  duties  and 
functions  of  his  office.  The  President,  or  in  his  absence,  the 
Director  appointed  as  above  provided: 

ist.  Shall  preside  over  all  meetings  of  the  stockholders 
and  Directors  and  shall  have  the  casting  vote. 

ad.  He  shall  sign,  as  President,  all  certificates  of  stock, 
and  all  contracts  and  other  instruments  of  writing  which 
have  been  first  approved  by  the  Board  of  Directors  and  shall 
draw  checks  upon  the  Treasurer. 

3d.  He  shall  call  the  Directors  together  whenever  he 
deems  it  necessary,  and  shall  have,  subject  to  the  advice  of 
the  Directors,  direction  of  the  affairs  of  the  corporation,  and 
generally  shall  discharge  such  other  duties  as  may  be  re- 
quired of  him  by  the  by-laws  of  the  corporation. 

ARTICLE  VIII. 

SECRETARY. 

The  Board  of  Directors  shall  elect  a  Secretary: 

ist.    It  shall  be  the  duty  of  the  Secretary  to  keep  a  record 


NEW  SECRETARY'S  MANUAL.  73 

of  the  proceedings  of  the  Board  of  Directors  and  of  the 
stockholders. 

ad.  He  shall  keep  the  corporate  seal  of  the  corporation 
and  the  book  of  blank  certificates  of  stock,  fill  up  and 
countersign  all  certificates  issued,  and  make  the  correspond- 
ing entries  in  the  margin  of  such  book  on  such  issuance; 
and  he  shall  affix  said  corporate  seal  to  all  papers  requiring 
a  seal. 

3d.  He  shall  keep  a  proper  transfer  book,  and  a  stock 
ledger  in  debit  and  credit  form,  showing  the  number  of 
shares  issued  to  and  transferred  by  any  stockholder,  and 
the  dates  of  such  issuance  and  transfer. 

4th.  He  shall  keep  proper  account  books,  countersign  all 
checks  drawn  upon  the  Treasurer,  and  discharge  such  other 
duties  as  pertain  to  his  office  and  as  are  prescribed  by  the 
Board  of  Directors. 

5th.  The  Secretary  shall  serve  all  notices  requfrtd  either 
by  law  or  the  by-laws  of  the  company;  and  in  case  of  his 
absence,  inability,  refusal  or  neglect  so  to  do,  then  such 
notices  may  he  served  by  any  person  thereunto  directed  by 
President  or  Vice-President  of  the  company. 

ARTICLE   IX. 

TREASURER. 

ist.  The  Treasurer  shall  receive  and  keep  all  the  funds 
of  the  corporation  and  pay  them  out  only  on  the  check  of 
the  President,  countersigned  by  the  Secretary. 

ad.  At  each  annual  meeting  of  the  stockholders  he  shall 
submit,  for  their  information,  a  complete  statement  of  his 
accounts  for  the  past  year,  with  the  proper  vouchers.  He 
shall  discharge  such  other  duties,  pertaining  to  his  office,  as 
shall  be  prescribed  by  the  Board  of  Directors. 

ARTICLE  X. 

SUPERINTENDENT. 

A  general  superintendent  shall  oe  appointed  by  the  Board 
6 


74  NEW  SECRETARY'S  MANUAL. 

of  Directors,  and  removable  at  their  pleasure.  It  shall  be 
his  duty: 

ist.  To  take  charge  of  all  of  the  property  belonging  to 
the  corporation  and  to  control  and  direct  all  labor  and  busi- 
ness pertaining  to  the  interests,  business  and  operations  of 
the  company  at  the  mines  (or  in  the  field),  but  entirely  sub- 
ject to  the  direction  of  the  Board  of  Directors  or  President 
of  the  company;  and  any  member  of  the  Board  of  Directors 
may  be  appointed  and  serve  as  superintendent. 

ad.  To  make  monthly  returns  to  the  Board  of  Directors 
of  all  persons  hired  or  employed  by  him,  and  a  statement 
of  all  expenditures,  accompanying  the  same,  with  the  neces- 
sary vouchers,  and  a  similar  statement  of  the  operations  in 
the  field,  showing  the  quantity  and  kind  of  material  pro- 
duced, disposition  of  same,  and  the  general  condition  of  the 
affairs  under  his  supervision. 

3d.  To  make  requisition  upon  the  Board  of  Directors  for 
necessary  funds,  stating  the  precise  objects  for  which  the 
funds  are  required,  and  if  approved  by  the  Board  of  Direc- 
tors, the  money  shatf  be  transferred  to  him  in  such  amount 
as  the  Board  shall  direct;  but  he  shall  not  have  power  to 
sign  notes  or  contracts  for  the  company,  nor  to  incur  any 
indebtedness  for  or  in  behalf  of  the  company  unless  spe- 
cially authorized  to  do  so  by  the  President  or  Board  of  Di- 
rectors. 

(Repealed  at  stockholders'  meeting  held  June  13,  1893.) 

ARTICLE  XI. 

COMPENSATION  OF  OFFICERS. 

ist.  The  Board  of  Directors  shall  receive  five  dollars 
per  day  for  each  day's  attendance  at  the  meetings  of  the 
Board,  and  shall  be  allowed  their  reasonable  traveling  ex- 
penses when  actually  engaged  in  the  business  of  the  com- 
pany, to  be  audited  and  allowed  as  in  other  cases  of  demand 
against  the  company. 


NEW  SECRETARY'S  MANUAL.  75 

2d.  The  officers  shall  receive  such  compensation  as  the 
Board  of  Directors  shall  from  time  to  time  fix  and  deter- 
mine. 

ARTICLE  XII. 

CERTIFICATES   OF  STOCK. 

Certificates  of  stock  shall  be  of  such  form  and  device  as 
the  Board  of  Directors  may  direct;  and  each  certificate  shall 
be  signed  by  the  President  and  countersigned  by  the  Secre- 
tary, and  express  on  its  face  its  number,  date  of  issuance, 
the  number  of  shares  for  which,  and  the  person  to  whom  it 
is  issued. 

The  certificate  book  shall  contain  a  margin,  on  which 
shall  be  entered  the  number,  date,  number  of  shares,  and 
name  of  the  person  expressed  in  the  corresponding  certifi- 
cate. 

ARTICLE  XIII. 

TRANSFER  OF  STOCK. 

ist.  Shares  of  the  corporation  may  be  transferred  at  any 
time  by  the  holders  thereof,  or  by  attorney  legally  consti- 
tuted, or  by  their  legal  representatives,  by  indorsement  on 
the  certificate  of  stock.  But  no  transfer  shall  be  valid  until 
th°  surrender  of  the  certificate  and  the  acknowledgment  of 
such  transfer  on  the  books  of  the  company. 

2d.  The  receiver  of  the  new  certificate  shall  be  required 
to  sign  the  by-laws  of  the  company.  No  transfer  shall  be 
valid  upon  which  any  assessments  are  due  or  unpaid,  or  the 
holders  of  which  are  indebted  to  the  company  on  any  ac- 
count whatever,  without  the  consent  of  the  Board  of  Di- 
rectors. 

3d.  No  surrendered  certificate  shall  be  canceled  by  the 
Secretary  before  a  new  one  is  issued  in  lieu  thereof;  and  the 
Secretary  shall  preserve  the  certificate  so  canceled  as  a 
voucher.  If,  however,  a  certificate  shall  be  lost  or  destroyed, 
the  Board  of  Directors  may  order  a  new  certificate  issued 


76  NEW  SECRETARY'S  MANUAL. 

upon  such  guarantees  by  the  parties  claiming  the  same  as 
they  may  deem  satisfactory. 

ARTICLE  XIV. 

MEETINGS. 

All  meetings  of  the  stockholders  and  of  the  directors, 
both  regular  and  special,  shall  be  held  at  the  principal  place 
of  business  of  the  corporation. 

STOCKHOLDERS'  MEETINGS. 

The  regular  annual  meeting  of  the  stockholders  shall  be 
held  on  the  first  Tuesday  in  October  in  each  year,  at  one 
o'clock  p.  M.,  and  shall  be  called  by  a  notice  given  by  the 
Secretary  and  advertised  in  one  or  more  newspapers  pub- 
lished in  the  County  of  San  Diego  for  at  least  two  weeks 
before  the  day  of  meeting ;  provided,  that  when  such  day 
shall  fall  on  Sunday  or  a  legal  holiday,  then  such  meeting 
shall  be  held  on  the  next  business  day  at  the  same  hour. 

At  such  annual  meeting  of  the  stockholders,  Directors 
for  the  ensuing  year  shall  be  elected  by  ballot,  to  serve  for 
one  year,  and  until  their  successors  are  elected,  If,  how- 
ever, a  majority  of  stock  is  not  represented,  or,  for  other 
cause,  a  stockholders'  meeting  shall  not  be  held  on  the 
day  above  named,  or  should  the  stockholders  fail  to  com- 
plete their  elections,  or  such  other  business  as  may  be  pre- 
sented for  their  consideration,  those  present  may  adjourn 
from  day  to  day,  until  the  same  shall  be  accomplished. 

No  meeting  of  stockholders  shall  be  competent  to  transact 
business,  unless  a  majority  of  stock  is  represented,  except 
to  adjourn  from  day  to  day,  or  until  such  time  as  may  be 
deemed  proper. 

Special  meetings  of  the  stockholders  may  be  called  by  the 
President  whenever  he  may  deem  it  expedient,  and  he  shall 
call  such  special  meetings  when  requested  so  to  do  by  the 
holders  of  at  least  one-third  of  the  capital  stock  of  the 
corporation.  Notice  of  special  meetings  of  the  stockholders 


NEW  SECRETARY'S  MANUAL.  77 

shall  be  given  by  the  President,  or,  at  his  request,  by  the 
Secretary,  by  personal  service  of  such  notice,  two  weeks 
before  the  day  of  meeting,  upon  each  of  the  stockholders. 
Or  such  special  meetings  may  be  held  as  provided  by 
Section  301  of  the  Civil  Code  of  California,  when  all  of  the 
stockholders  are  present  and  sign  a  written  assent  thereto 
on  the  record  of  such  meeting. 

The  President  and  Secretary  of  the  corporation  shall  act 
as  President  and  Secretary  respectively  of  each  stock- 
holders' meeting,  unless  the  meeting  shall  otherwise  decide. 
DIRECTORS'  MEETINGS. 

Regular  meetings  of  the  Board  of  Directors  shall  be  held 
immediately  after  the  adjournment  of  each  annual  meeting 
of  the  stockholders,  and  also  upon  Tuesday  of  each  week 
at  the  hour  of  one  o'clock  p.  M.,  and  notice  of  such  weekly 
meeting  is  hereby  dispensed  with.  A  majority  of  fie  Board 
of  Directors  shall  constitute  a  quorum  for  the  transaction  of 
business.  At  all  meetings  of  the  Board  of  Directors  all 
questions  shall  be  decided  by  a  majority  of  votes,  and  in 
case  of  an  equality  of  votes,  the  President  or  Chairman 
shall  have  a  second  or  deciding  vote. 

The  Directors,  at  the  meeting  held  immediately  after  the 
(adjournment  of  the  annual  meeting,  shall  elect  officers  of 
the  corporation. 

Special  meetings  of  the  Board  of  Directors  may  be  called 
by  notice  in  writing  or  printing,  or  partly  in  printing  and 
partly  in  writing,  to  be  given  by  the  President,  or,  at  his 
request,  by  the  Secretary. 

Personal  service  of  notice  upon  any  stockholder  or  Di- 
rector may  be  effected  by  depositing  a  written  or  printed 
copy  of  such  notice  in  the  United  States  post-office  at  Elsi- 
nore,  San  Diego  County,  California,  under  cover,  postage 
prepaid,  addressed  to  each  of  such  stockholders  or  Direct- 
ors, the  length  of  time  prior  to  the  day  of  the  meeting 
thereby  called,  as  required  by  these  by-laws;  and  the  cer- 
tificate of  the  President,  or  of  the  Secretary,  giving  such 
notice,  shall  be  conclusive  as  to  the  fact  of  service. 


7$  NEW  SECRETARY'S  MANUAL. 

The  Elsinore  Eagle  is  hereby  designated  as  the  news- 
paper in  which  all  notices  of  the  meetings  and  elections  of 
the  stockholders,  required  to  be  published,  shall  be  pub- 
lished. 

ARTICLE  XV. 

MANNER   OF  ELECTION  AND  VOTING. 

At  all  corporate  meetings,  each  stockholder,  either  in  per 
son  or  by  proxy,  shall  be  entitled  to  as  many  votes  as  he 
owns  shares  of  stock.  Such  proxy  shall  be  in  writing,  and 
filed  with  the  Secretary. 

The  ballots  cast  at  elections  of  Directors  shall  have  writ- 
ten or  printed  thereon  the  names  of  the  persons  selected  by 
the  voter,  the  number  of  votes  cast  or  intended  to  be  cast 
for  each  of  said  persons,  the  name  of  the  owner  of  the  shares 
voted  thereby,  and  the  name  of  the  proxy,  if  any,  casting  or 
voting  said  ballot.  Tellers  shall  be  appointed  by  the  stock- 
holders present  or  represented  at  the  meeting  to  receive 
and  count  the  ballots  and  votes,  and  to  announce  the  resul' 
of  their  count  The  President  or  Chairman  of  the  meeting 
upon  such  announcement  being  made,  shall  declare  the  per 
sons  receiving  the  highest  number  of  votes  to  be  the  elected 
Directors  of  the  corporation,  and  such  declaration  shall  be 
entered  upon  the  minutes  of  the  meeting. 

ARTICLE  XVI. 

VOTING  BY   PROXY. 

A  stockholder  who  desires  to  exercise  his  right  to  vote  on 
his  stock  by  proxy,  must  furnish  his  agent  with  such  written 
evidence  of  the  latter's  right  to  act  for  him  as  will  reasonably 
assure  the  corporation  that  the  agent  is  acting  by  the  author- 
ity of  his  principal.  Upon  presentation  of  such  written 
authority,  the  inspector  or  inspectors,  or  committee,  ap- 
pointed for  that  purpose,  shall  examine  and  decide  upon 
the  validity  of  the  credentials  and  whether  such  written 
authority  is  sufficient  to  confer  the  requisite  authority.  The 
approval  or  rejection  of  such  evidence  shall  be  entered  upon 
the  minutes  of  the  meeting. 


NEW  SECRETARY'S  MANUAL.  79 

ARTICLE  XVII. 

CONTRACTS. 

No  contracts  made  or  entered  into  by  any  of  the  officers 
of  the  corporation  shall  be  valid  without  the  previous  author- 
ization or  subsequent  ratification  of  the  Board  of  Directors. 

ARTICLE  XVIII. 

BOOKS   AND   PAPERS. 

The  books  and  such  papers  as  may  be  placed  on  file  by 
vote  of  the  stockholders  or  Directors,  shall  at  all  times  in 
business  hours,  be  subject  to  the  inspection  of  the  Board  of 
Directors  and  of  any  stockholder. 

ARTICLE  XIX. 

SEAL. 

The  con\pany  shall  have  a  common  seal,  consisting  of  a 
circle  having  on  its  circumference  the  words,  "  Victor  Coal 
Company,  Incorporated  June  i,  1887." 

ARTICLE  XX. 

CUSTODY  OF   BY-LAWS. 

Thess  by  laws  shall  always  remain  in  the  custody  of  the 
Secretary  of  the  Company. 

ARTICLE  XXI. 

AMENDMENTS. 

The  by-laws  may  be  altered  or  amended  at  any  meeting 
of  the  stockholders,  by  a  majority  of  the  stock  represented 
at  such  meeting,  or  by  a  two-thirds  vote  of  the  whole  num- 
ber of  the  Board  of  Directors,  to  be  ratified  by  the  first 
meeting  of  the  stockholders  thereafter. 
KNOW  ALL  MEN  BY  THESE  PRESENTS  : 

That  we,  the  undersigned,  being  the  holders  and  owners 
of  more  than  two-thirds  of  the  capital  stock  of  the  Victor 
Coal  Company,  hereby  assent  to  the  foregoing  by-laws,  and 
adopt  the  same  as  the  by-laws  of  the  said  corporation. 


8o  NEW  SECRETARY'S  MANUAL. 

IN  WITNESS  WHEREOF,  we  have  hereunto  subscribed  out 
names,  this  twelfth  day  of  June,  A.  D.  eighteen  hundred  and 
eighty-seven, 

John  Doyle, 
Eben  Elliot, 

R.  F.  Hatcher,  \  Stockholders. 
Stephen  Jones, 
W.  L.  Brown, 
KNOW  ALL  MEN  BY  THESE  PRESENTS: 

That  we,  the  undersigned,  Directors  and  Secretary  of  the 
corporation  known  as  and  called  the  Victor  Coal  Company, 
do  hereby  certify  that  the  above  and  foregoing  by-laws  were 
duly  adopted  as  the  by-laws  of  said  corporation,  on  the 
twelfth  day  of  June,  A.  D.  eighteen  hundred  and  eighty-seven; 
and  that  the  same  do  now  constitute  the  by-laws  of  said  cor- 
poration. 

John  Doyle,      \ 
Eben  Elliot,       | 
R.  F.  Hatcher,  >  Directors. 
Stephen  Jones,   I 
W.  L.  Brown,) 
Stephen  Jones, 
Secretary  of  the  Victor  Coal  Company. 


NEW  SECRETARY'S  MANUAL. 


81 


No.  21.— CONSENT  TO  HOLDING  FIRST  MEETING. 

Know  all  men  by  these  presents,  that  we,  the  undersigned, 
being  all  of  the  stockholders  of  the  Victor  Coal  Company, 
and  actually  present  in  person  by  mutual  consent  and  un- 
derstanding beforehand,  at  the  office  of  Mr.  John  Doyle,  at 
Elsinore,  San  Diego  County,  California,  on  this  Monday, 
the  twelfth  day  of  June,  1887,  at  nine  o'clock  A.  M.,  being 
within  one  month  after  the  filing  of  the  articles  of  incorpora- 
tion of  this  corporation,  and  after  the  adoption  of  a  code  of 
by-laws  for  the  government  of  said  corporation,  by  the 
assent  of  all  the  stockholders  of  said  corporation,  do  now 
hereby  agree  and  consent  that  the  first  meeting  of  the  said 
stockholders  of  said  Victor  Coal  Company,  shall  be  held  im- 
mediately at  the  time  and  place  aforesaid,  and  that  all  of  the 
acts  and  proceedings  of  said  meeting  shall  be  as  valid  as  if 
had  at  a  meeting  otherwise  legally  called  and  noticed. 

WITNESS  our  hands  and  seals  this  tivelfth  day  of  June,  1887. 


Eben  Elliott 
John  Doyle 
R.  F.  Hatcher 
Stephen  Jones 
W.  L.  Brown 

MEETING  OF 


SEAL 

SEAL' 
SEAL' 
SEAL' 
SEAL" 

STOCK- 


Juiie  12,  1887. 


No.  22.— MINUTES  OF  FIRST 

HOLDERS. 
FIRST  MEETING  OF  THE  STOCKHOLDERS 

OF  THE 

Victor  Coal  Company. 

The  first  meeting  of  the  stockholders  of  the  Victor  Coal 
Company  was  held  at  the  office  of  Mr.  John  Doyle,  at  Elsi- 
nore, San  Diego  County,  California,  on 

Tuesday,  June  izth,  i88j, 

at  ten  o'clock  A.  M.,  in  pursuance  of  an  agreement  in  writing, 
signed  by  all  of  the  stockholders  of  said  corporation,  as 
entered  on  page  one  of  this  record  of  the  proceedings  of 
the  stockholders  and  directors  of  said  corporation. 

On  motion,  duly  made  and  carried,  Mr.  John  Doyle  "WAS, 
elected  Chairman  and  Mr.  Stephen  Jones  was  elected  Sec- 
retary of  the  meeting.  Each  of  these  gentlemen  accepted 
his  office  and  discharged  its  duties  until  the  close  of  the 
meeting. 
There  were  present  at  said  meeting  — 

John  Doyle,  holding 200  shares 

Eben  Elliott,  holding 100  shares 

R.  F.  Hatcher,  holding too  shares 

Stephen  Jones,  holding 50  shares 

IV.  L.  Brown,  holding so  shares 

In  all 500  shares 

and  being  all  of  the  subscribed  shares  of  the  capital  stock 
of  the  corporation. 


Stockholders 
present. 


82 


NEW  SECRETARY'S  MANUAL. 


Meeting 
compe- 
tent. 


Articles  of 
Incorporation 


It  appearing  that  all  of  the  subscribed  capital 
stock  was  represented,  the  Chairman  declared 
that  the  meeting  was  competent  to  proceed  with 
the  transaction  of  the  business  for  which  it  had 
been  called. 

The  Chairman  then  stated  that  the  articles 
of  incorporation  had  been  filed  in  the  office  of 
the  County  Clerk  of  San  Diego  County,  Califor- 
nia, on  May  28th,  1887,  and  that  the  certified 
copy  thereof  had  been  filed  in  the  office  of  the 
Secretary  of  State  of  the  State  of  California,  on 
June  ist,  1887,  and  that  the  certificate  of  incor- 
poration of  the  Victor  Coal  Company,  which  he 
then  exhibited  for  the  inspection  of  the  stock- 
holders, had  been  issued  from  the  office  of  said 
Secretary  of  State  on.  June  ist,  1887. 

The  Chairman  also  exhibited  the  book  of  by- 
laws of  the  corporation,  and  stated  that  the  by- 
laws were  entered  therein  in  a  legible  hand, 
and  that  said  by-laws  had  been  adopted  this 
day  by  the  written  assent  of  all  of  the  stock- 
holders of  this  corporation;  and,  on  motion, 
duly  made  and  carried,  said  by-laws,  as  entered 
in  said  book,  on  pages  2  to  17  inclusive,  were 
duly  declared  to  be  the  by-laws  of  this  corpora- 
tion. 

On  motion,  duly  made  and  carried,  the  meet- 
ing adjourned.  John  Doyle, 

Attest:  Stephen  Jones,  Chairman. 

Secretary. 

No.  23.— MINUTES  OF  FIRST  MEETING  OF  DIRECTORS. 

DIRECTORS'  MEETING. 

Immediately  after  the  adjournment  of  the  meeting  of  the 
stockholders  of  the  Victor  Coal  Company,  held  this  i2th  day 
of  June,  1887,  the  Board  of  Directors  named  in  the  Articles 
of  Incorporation,  consisting  of  Eben  Elliott,  John  Doyle, 


Book  of 
By-laws. 


NEW  SECRETARY'S  MANUAL.  83 

R.  F.  Hatcher,  W.  L.  Brown  and  Stephen  Jones  assembled 
at  the  office  of  John  Doyle,  Esquire,  at  Elsinore,  San  Diego 
County,  California,  on 

Tuesday,  June  12,  1887, 
at  one  o'clock  p.  M. 

On  motion,  duly  made  and  carried,  Mr.  JR.  F.  Hatcher 
was  elected  Chairman,  and  Mr.  Stephen  Jones  was  elected 
Secretary  of  the  meeting.  Each  of  these  gentlemen  ac- 
cepted his  office  and  discharged  its  duties  until  the  close  of 
the  meeting. 

On  motion,  the  Board  proceeded  to  the  election  of  perma- 
nent officers  of  the  corporation,  to  serve  for  the  ensuing  year. 

On  motion,  duly  made  and  carried,  Mr.  John  Doyle,  by  a 
unanimous  vote,  was  elected  to  the  office  of  President  of  the 
company  for  the  ensuing  year. 

On  motion,  duly  made  and  carried,  Mr.  Eben  Elliott,  by 
a  unanimous  vote,  was  elected  to  the  office  of  Vice  Presi- 
dent of  the  company  for  the  ensuing  year. 

On  motion,  duly  made  and  carried,  Mr.  Stephen  Jones,  by 
a  unanimous  vote,  was  elected  to  the  office  of*  Secretary  of 
the  company  for  the  ensuing  year.. 

On  motion,  duly  made  and  carried,  Mr.  W.  L.  Brown,  by 
a  unanimous  vote,  was  elected  to  the  office  of  Treasurer  of 
the  company  for  the  ensuing  year. 

On  motion,  duly  made  and  carried,  the  salary  of  the  Pres- 
ident was  fixed  at  twenty-five  hundred  dollars  per  annum, 
all  of  the  directors  present  at  said  meeting,  except  said  ben- 
eficiary, voting  for  and  in  favor  of  such  compensation. 

On  motion,  duly  made  and  carried,  the  salary  of  the  Sec- 
retary was  fixed  at  one  hundred  and  fifty  dollars  per  month 
for  the  ensuing  year,  all  of  the  directors,  except  said  bene- 
ficiary, voting  for  and  in  favor  of  said  motion. 

The  code  of  by-laws  of  the  corporation,  as  entered  in  the 
book  of  by-laws  on  pages  2  to  17  inclusive,  was  certified  to 
by  each  member  of  the  Board  of  Directors  and  by  the  Sec- 
retary of  the  corporation. 


84  NEW  SECRETARY'S  MANUAL. 

On  motion,  duly  made  and  carried,  Room  4,  on  the  sec- 
ond floor  of  the  Brunswick  Block,  in  the  town  of  Elsinorc, 
California,  was  designated  as  the  office  of  the  principal 
place  of  business  of  the  corporation. 

The  Secretary  was  instructed  to  procure  a  seal  for  the 
corporation,  and  also  all  necessary  certificates  of  stock, 
account-books,  and  stationery. 

On  motion,  the  Board  duly  passed  and  adopted  three 
several  resolutions  in  the  words  and  figures  following, 
namely : — 

'•'•Resolved,  That  John  Doyle,  President,  and  Stephen 
Jones,  Secretary,  of  this  corporation,  be  and  they  are 
hereby  authorized  to  sign  checks  and  drafts  for,  and  on 
behalf  of,  this  corporation,  and  that  each  of  them  be  and 
he  is  hereby  authorized  to  endorse  checks  and  drafts  pay- 
able to  this  corporation." 

"Resolved,  That  a  certain  certificate,  identified  by  the 
impression  of  the  corporate  seal  of  the  Victor  Coal  Com- 
pany thereon,  and  having  the  words  'January  ist,  1888' 
— '  Form  of  Certificate ' — '  Canceled  '  written  across  the 
face  thereof,  be  and  the  same  is  hereby  adopted  and  de- 
clared to  be  the  form  and  device  of  the  certificate  to  be 
issued  to  the  subscribers  to  the  capital  stock  of  the  Victor 
Coal  Company,  and  the  Secretary  is  hereby  directed  to 
attach  said  form  of  certificate  to  the  page  of  the  minute 
book  on  which  this  resolution  may  be  entered." 

"Resolved,  That  a  seal,  of  the  device,  in  the  form  and 
having  words  shown  by  the  impression  thereof  in  the  margin 
hereof,  be  and  the  same  is  hereby  adopted  as  the  corporate 
seal  of  the  Victor  Coal  Company,  and  the  Secretary  of  this 
corporation  is  hereby  authorized  and  instructed  to  impress 
the  same  upon  the  margin  of  the  page  of  the  minute  book 
upon  which  this  resolution  may  be  recorded,  for  the  purpose 
of  identifying  said  seal." 

On  motion,  duly  made  and  carried,  the  meeting  adjourned. 

R.  F.  Hatcher, 

Chairman. 

Attest :  Stephen  Jones, 

Secretary. 


PART    THIRD. 


THE 

GOING  CONCERN. 


The  corporation  is  now  an  existing  entity,  provided 
with  the  machinery  necessary  for  engaging  in  the 
varied  activities  of  corporate  life.  Its  constituent 
parts,  the  stockholders,  have  intrusted  the  manage- 
ment of  the  corporation  to  the  Directors,  and  to  the 
officers,  who  are  selected  by  the  Directors,  These 
agents  of  the  corporation  are  now  to  receive  our 
attention. 


(85) 


86  NEW  SECRETARY'S  MANUAL. 

DIRECTORS,  OFFICERS  AND 
AGENTS. 

Office  Defined. — Directors  and  Trustees  Distinguished. — 
Qualifications  of  Directors. — Status  of  Directors. — 
Duties  of  Directors. — Liabilities  of  Directors. — The 
President. — The  Vice-President. — The  Secretary. — The 
Treasurer. — General  Manager. — Holding  Over. — Cor- 
porate Agents. — Compensation  of  Officers  and  Direct- 
ors.— Bond  of  Officer. — Liability  of  Officer. — Removal 
of  Officers  and  Directors. — Resignation. — Receiver. 

AN  OFFICE  is  defined  to  be  a  trust  or  employ- 
ment, and  he  who  performs  the  duties  of  an  office, 
and  receives  the  emoluments  thereof,  is  an  officer. 

DIRECTORS  AND  TRUSTEES  DISTINGUISHED.     The 

primary  agents  of  a  business  corporation  are  desig- 
nated as  ' '  Board  of  Directors, ' '  and  the  primary 
agents  of  a  corporation  other  than  for  profit  are 
usually  known  as  ' '  Board  of  Trustees. ' ' 

QUALIFICATIONS  OF  DIRECTORS.    In  California  the 

powers,  business  and  property  of  all  business  corpora- 
tions must  be  exercised,  conducted  and  controlled  by 
a  board  of  not  less  than  five  nor  more  than  eleven 
Directors,  to  be  elected  from  among  the  stockholders, 
or  in  corporations  having  no  capital  stock,  from 
among  the  members  thereof;  and  a  majority  of  such 
persons  must  in  all  cases  be  citizens  of  California. 
Directors  of  corporations  for  profit  must  be  holders  of 
stock  therein  to  an  amount  fixed  by  the  by-laws  of 
the  corporation. 


NEW  SECRETARY'S  MANUAL.  87 

The  requirement  that  a  director  should,  at  the  time 
of  his  election  and  throughout  his  term  of  office,  have 
a  certain  number  of  shares,  manifests  that  it  was  the 
policy  of  the  legislature  that  the  management  of  the 
affairs  of  such  corporations  should  only  be  committed 
to  those  having  a  personal,  pecuniary  interest  in  its 
success  or  failure,  in  the  conduct  of  the  business  for 
which  it  was  created;  otherwise,  the  provision  is  with- 
out reason  for  its  support.1 

STATUS  OF  DIRECTORS.  The  directors  of  a  corpora- 
tion act  in  a  fiduciary  or  trust  capacity.  They  hold 
and  manage  the  property  of  a  solvent  or  going  corpo- 
ration as  trustees  for  the  stockholders.  When  the 
corporation  becomes  insolvent  the  directors  occupy 
the  position,  of  trustees  for  the  creditor.* 

The  powers  of  private  corporations  are  generally 
distinguished  as  legislative,  electoral  and  administra- 
tive. Usually,  for  the  sake  of  convenience,  the  direct 
management  is  intrusted  by  the  charter  to  cer- 
tain officers  or  board  of  managers,  elected  by  the 
members  at  large,  though  deriving  their  ordinary 
powers  from  the  act  of  incorporation.  These  officers 
exercise  the  legislative  and  administrative  functions; 
the  former  in  the  institution  of  by-laws  for  the  general 
government  of  the  company,  the  latter  in  the  super- 
intendence and  execution  of  its  general  business. 
When  the  corporate  existence  is  devolved  on  a  board 
of  officers,  they  not  only  wield  the  whole  corporate 
authority,  but  may  apply  for  and  agree  to  radical 


x  Chemical  Nat.  Bk.  v.  Colwell,  Nat.  Corp.  Rep.,  4-251. 
t  Beach  v.  Miller,  130  111.  162. 


88  NEW  SECRETARY'S  MANUAL. 

changes  in  the  instrument  to  which  they  owe  the  cor- 
porate being.1 

The  powers  of  the  directors  are  such  as  are  con- 
ferred by  the  charter  of  the  corporation,  and  the  laws 
pertaining  thereto,  and  such  corporate  powers  as  are 
not  conferred  by  law  upon  the  directors,  remain  in  the 
corporation  to  be  exercised,  or  at  least  to  be  set  in 
motion  by  its  component  parts,  the  shareholders. 
Within  the  sphere  of  their  duties,  the  right  of  the  di- 
rectors to  act  is  undoubtedly  exclusive;  and  further, 
all  corporate  acts  must  be  done  through  them,  as  they 
are  the  exclusive  executive  and  administrative  author- 
ity.2 

It  is  a  violation  of  his  duty  for  any  trustee  or  di- 
rector, acting  in  his  fiduciary  capacity,  to  enter  into 
any  contract  with  himself  connected  with  the  trust 
or  its  management.  Such  a  contract  is  voidable 
and  may  be  set  aside  at  the  suit  of  the  beneficiary. 
This  rule  has  been  recognized  and  enforced  in  a 
great  number  of  cases.  The  underlying  thought  is 
that  an  agent  or  other  fiduciary  should  not  unite 
his  personal  and  his  representative  character  in  the 
same  transaction,  and  equity  will  not  permit  him  to 
be  brought  into  a  situation  where  his  own  personal  in- 
terests conflict  with  the  interests  of  his  principal,  and 
with  the  duties  he  owes  to  his  principal.1  As  a  gen- 


1  Commonwealth   v.  Cullen,  13  Pa.  St.  113;    Nat.  Corp.  Rep.,  Vol.  4,  p.  559. 

2  Re.  Metropolitan  Elevated  Ry.  Co.,  n  Daly  367;  Nat.  Corp.  Rep.,  Vol.  41 
P-  583. 

3  Mallory  v.  Mallory-Wheeler  Co.,  4  Nat.  Corp.  Rep.,  151:  Banks  v.  Judah, 
8  Conn.    145;  Michoud   v.   Girod,   4    How.  503;  Gardner  v.   Ogden,  22  N.  Y. 
327. 


NEW  SECRETARY'S  MANUAL.  89 

eral  rule,  a  contract  between  a  corporation  and  its  di- 
rectors is  not  absolutely  void,  but  voidable  at  the  elec- 
tion of  the  corporation;  the  right  to  avoid  it  may  be 
waived.1 

DUTIES  OF  DIRECTORS.  Directors,  by  assuming 
office,  agree  to  give  as  much  of  their  time  and  atten. 
tion  to  the  duties  assumed  as  the  proper  care  of  the 
interest  intrusted  to  them  may  require.  If  they  are 
inattentive  to  their  duties,  if  they  neglect  to  attend 
meetings  of  the  Board,  if  they  turn  over  the  manage- 
ment of  the  business  of  the  Company  to  the  exclusive 
control  of  other  agents,  thus  abdicating  their  control? 
then  they  are  guilty  of  gross  neglect  with  respect  to 
their  ministerial  duties,  and  if  loss  results  to  the  cor- 
poration by  breach  of  trust  or  acts  of  negligence  com- 
mitted by  those  left  in  control,  which  by  due  care  and 
attention  on  the  part  of  the  directors  could  have  been 
avoided,  they  are  responsible  to  the  corporation.  The 
diligence  required  from  them  has  been  defined  as  that 
exercised  by  prudent  men  about  their  own  affairs,  be- 
ing that  degree  of  diligence  characterized  as  ' '  ordi- 
nary." The  salaried  agents  of  the  corporation, 
though  usually  selected  by  the  directors,  are  not  the 
agents  of  the  directors,  but  the  agents  of  the  corpo- 
ration, and  the  duties  of  the  directors  with  respect  to 
such  is  to  supervise,  direct,  and  control.2 

LIABILITIES  OF  DIRECTORS.  In  Kansas,  Texas, 
Kentucky,  and  North  and  South  Dakota,  the  direc- 
tors of  a  corporation  are  jointly  and  severally  liable  in 


I  Kelley  v.  Newburyport,  etc.,  Horse  Ry.  Co.,  Am   Corp.  Cases,  10-600 
a  Wallace  v.  Lincoln  Savings  Bank,  15  S.  W.  Rep.  448. 


go  NEW  SECRETARY'S  MANUAL. 

declaring  and  paying  any  dividend  while  the  corpora- 
tion is  insolvent,  or  which  will  render  it  insolvent. 

In  California,  the  directors  of  corporations  must  not 
make  dividends  except  from  the  surplus  profits  arising 
from  the  profits  of  the  corporation;  nor  must  they  di- 
vide, withdraw  or  pay  to  the  stockholders,  or  any  of 
them,  any  part  of  the  capital  stock;  nor  must  they 
create  debts  beyond  the  subscribed  capital  stock  of 
the  corporation.  The  directors  under  whose  admin- 
istration such  a  violation  occurs  (except  those  who 
may  have  caused  their  dissent  therefrom  to  be  entered 
at  large  on  the  minutes  of  the  directors  at  the  time, 
or  were  not  present  when  the  same  did  happen)  are, 
in  their  individual  and  private  capacity,  jointly  and 
severally  liable  to  the  corporation,  and  to  the  credi- 
tors thereof,  in  the  event  of  its  dissolution,  to  the  full 
amount  of  the  capital  stock  so  divided,  withdrawn, 
paid  out,  or  reduced,  or  debt  contracted.1 

Directors  are  not  liable  for  mistakes  of  judgment, 
provided  they  are  honest,  and  fairly  within  the  scope 
of  the  powers  confided  to  the  managing  body." 

THE  PRESIDENT.  Corporations  usually  act  through 
their  President,  or  those  representing  him.  He, 
being  the  legal  head  of  the  body,  when  an  act 
pertaining  to  the  business  of  the  company  is  per- 
formed by  him,  the  presumption  will  be  indulged  that 
the  act  is  legally  done,  and  is  binding  upon  the  body,1 
and  all  such  acts  must  be  regarded  as  official.* 


1  Cal.  Civil  Code  Sec  409. 

2  Spering's  Appeal,  Am.  Corp.  Cases,  4-129. 

3  Smith  v.  Smith,  62  HI.  493. 

4  Union  Gold  Mining  Co.  v.  Nat.  Bk.,  2  Col.,  575. 


NEW  SECRETARY'S  MANUAL.  91 

The  doctrine  seems  to  be  well  settled  that  the  Pres- 
ident, by  virtue  of  his  office,  and  independent  of  any 
express  authority  from  the  Board  of  Directors,  can 
bind  the  corporation  by  contracts  made  in  its  behalf, 
when  such  contracts  are  by  their  nature  directly  con- 
nected with  the  purposes  of  the  corporation,  are  made 
in  the  usual  course  of  business  of  the  corporation, 
and  are  within  the  scope  of  the  apparent  authority  of 
the  President.1 

THE  VICE  PRESIDENT.  As  a  rule,  in  the  absence  ol 
the  President  ol  the  corporation,  or  where  a  vacancy 
occurs  in  the  office,  the  Vice  President  may  act  in  his 
stead.  If  the  person  elected  to  the  office  of  President, 
refuses  to  act  as  such,  the  Vice  President  not  only  can 
act,  but  it  becomes  his  duty  so  to  act  in  the  transac- 
tion of  the  business  of  the  company.1 

THE  SECRETARY.  The  Secretary  is  the  clerical  of- 
ficer of  the  corporation,  and  is  presumed  to  act  under 
the  control  of  the  Board  of  Directors,  but  not  infre- 
quently a  great  deal  in  connection  with  the  everyday 
affairs  of  the  corporation  is  left  to  his  discretion  and 
judgment.  The  books  and  papers  of  the  corporation 
are  intrusted  to  the  custody  of  the  Secretary,  and  he 
is  the  proper  person  to  prove  such  books. 

THE  TREASURER.  The  Treasurer  of  a  corporation 
is  the  officer  charged,  by  law,  with  the  custody  of  its 
funds,  and  is  made  responsible  for  their  safe  keeping.* 


i  Nat.   Corp    Rep.,  Vol.  4,  p.  489. 

a  Smith  v.  Smith,  62  III.  493. 

3  Pearson  v.  Tower,  Am.  Corp.  Cases,  5-540. 


92  NEW  SECRETARY'S  MANUAL. 

It  is  the  duty  of  the  Treasurer  to  keep  the  corpo- 
rate funds  distinct  and  separate  from  his  private 
funds. 

GENERAL  MANAGER.  When  unrestricted  by  the 
by-laws,  or  where  his  duties  are  not  defined  by  them, 
the  general  manager  of  a  corporation  has  been  defined 
to  be  the  person  who  really  has  the  most  general  con- 
trol over  the  affairs  of  the  corporation,  and  who  has 
knowledge  of  all  its  business  and  property,  and  who 
can  act  in  emergencies  on  his  own  responsibility.  He 
is  considered  the  principal  officer,  to  whom  is  dele- 
gated the  entire  control  and  management  of  the  cor- 
porate property,  so  far  as  operating  the  same  is  con- 
cerned. The  duties  of  the  President  of  a  corporation 
are  usually  well  defined  by  law  or  by  the  by-laws, 
and,  in  most  cases,  do  not  extend  to  the  practical 
management  of  the  property;  while  the  Directors  com- 
monly act  at  intervals,  when  called  together  as  a  body. 
Upon  the  ability  and  integrity  of  the  manager  de- 
pends, to  a  great  extent,  the  success  or  failure  of  the 
enterprise.  If  the  property  under  the  control  of  the 
manager  is  situated  at  a  considerable  distance  from 
the  office  of  the  corporation,  the  manager  would  be 
capable  of  binding  the  corporation  by  his  contracts, 
and  parties  dealing  with  a  corporation  through  a 
manager,  would  have  a  right  to  assume,  unless  notified 
to  the  contrary,  that  all  of  the  powers  pertaining  to 
the  office  of  manager  generally  were  possessed  by  the 
individual  in  question. 


NEW  SECRETARY'S  MANUAL.  93 

The  person,  by  whatever  name  he  may  be  desig- 
nated, to  whom  a  corporation  surrenders  the  manage- 
ment of  its  business,  stands  in  place  of  the  corpora- 
tion, and  the  authority  conferred  upon  him  should  be 
commensurate  to  the  power  required  to  effectively 
carry  on  the  affairs  of  the  corporation. 

Decision  of  character  is  the  most  important  qualifi- 
cation of  a  manager.  He  who  would  command  among 
men  must  excel  them  more  in  energy  of  will  than  in 
power  of  intellect.  (Burnap.) 

A  manager  should  be  able  to  fix  his  attention  on 
details  and  be  ready  to  give  every  kind  of  proposition 
a  hearing.  This  will  not  encumber  him,  for  he  must 
have  been  practiced  beforehand  in  the  exercise  of  his 
intellect,  and  be  strong  in  principles.  He  should  be 
courageous.  He  should  have  a  patient  temperament 
and  a  vigorous,  but  disciplined,  imagination;  then  he 
will  plan  boldly,  and,  with  large  extent  of  view, 
execute  calmly,  and  not  be  stretching  out  his  hands 
for  things  not  yet  within  his  grasp.  He  will  think 
steadily  over  possible  failure  in  order  to  provide  a 
remedy  or  a  retreat.  There  will  be  a  strength  of 
repose  about  him.  He  will  possess  reserve  power. 
His  sense  of  responsibility  and  love  of  truth  will 
almost  inevitably  endow  him  with  diligence,  accuracy 
and  discreetness,  those  commonplace  but  prime 
requisites  of  a  good  man  of  business.  (Helps.) 

He  should  be  able  to  deliberate  with  caution,  but 
act  with  promptitude,  and  to  yield  with  graciousness 
or  oppose  with  firmness.  (Colton.) 


94  NEW  SECRETARY'S  MANUAL. 

In  him,  discipline,  like  the  bridle  in  the  hand  of  a 
good  rider,  will  be  active,  both  as  a  support  and  as 
a  restraint,  and  its  influence  will  be  exercised  without 
apparent  effort.  In  the  conduct  of  business,  he  will 
sedulously  attend,  pointedly  ask,  calmly  speak,  coolly 
answer,  and  cease  when  he  has  no  more  to  say. 
(Lavater.) 

HOLDING  OVER.  The  officers  of  a  private  corpo- 
ration do  not  form  an  integral  part  of  the  corpora- 
tion, and  the  failure  to  elect  a  successor  to  an  office 
or  Director  at  the  appointed  time  does  not  vacate  the 
office.  The  incumbent  continuing  in  office  beyond 
the  time  for  which  he  was  chosen,  is  an  officer  or 
Director  de  facto;  the  acts  of  such  officers  are  valid  as 
to  third  persons,  and  the  only  ones  in  interest  to 
complain  are  the  state  and  the  stockholders  of  the 
company. 

CORPORATE  AGENTS.  The  entry  upon  the  records 
of  a  corporation  of  the  resolution  appointing  an 
agent  is  not  essential  to  the  validity  of  the  appoint- 
ment, unless  the  charter,  statute,  or  by-laws  are  not 
merely  directory  in  this  particular,  but  render  it  abso- 
lutely essential.  The  authority  of  an  agent  may  be 
implied  from  the  adoption  or  recognition  of  his  acts 
by  the  corporation  or  its  Directors. 

The  acts  of  an  agent  of  a  corporation,  within  the 
Scope  of  his  authority,  bind  his  principal  to  the  same 
extent  and  in  the  same  manner  as  though  he  was  act- 
ing for  a  natural  person.  And  if  the  corporation 
knowingly  receives  the  fruits  of  excessive  exercise  of 


NEW  SECRETARY'S  MANUAL.  95 

authority  by  an  agent,  it  is  held  to  have  ratified  the 
act.1 

The  knowledge  of  an  agent,  in  matters  pertaining 
to  his  agency,  and  within  the  scope  of  his  authority, 
is  the  knowledge  of  the  principal.1 

It  is  competent  for  an  agent  to  sign  simply  the  name 
of  the  principal.  The  fact  that  it  was  placed  there  by 
an  agent  need  not  appear  on  the  paper.* 

Where  one  deals  with  a  corporation  through  one  of 
its  members,  he  must,  though  himself  a  member,  take 
the  peril  of  the  authority  of  the  one,  through  whom 
he  deals,  to  act  as  agent  of  the  corporation  and  that 
his  acts  are  within  the  scope  of  his  authority.* 

COMPENSATION  OF  OFFICERS  AND  DIRECTORS.  Of- 
ficers of  corporations  are  not  entitled  to  pay  for  their 
services,  unless  the  corporation  expressly  agrees  to 
pay  them,  and  such  agreement  must  be  made  before 
the  services  are  rendered. 

If  an  officer  of  a  private  corporation  wishes  to  ob- 
tain pay  for  his  services,  he  should  induce  the  direct- 
ors, before  his  services  are  rendered,  to  vote  him  a 
salary. 

A  director,  being  a  trustee  for  the  stockholders, 
cannot  vote  himself  a  salary. 

If  an  officer  is  also  a  director,  it  would  be  better  for 
him  not  to  be  present  when  the  question  of  giving  him 
a  salary  is  voted  on.  If  he  is  present,  he  should  see 

i  Wood  Hy.  Hose  Mining  Co.,  v.  King,  Am.  Corp.  Cases,  344 

a  Perry  v.  Simpson  Waterproof  Mfg.  Co.,  Id.  4-309;  37  Conn.  25*. 

3  First  Nat.  Bk.  of  Rock  Island  v.  Loyhed,  Id.  8-n. 

4  Ric*  r.  Peninsular  Club,  Id.  10-621. 


96  NEW  SECRETARY'S  MANUAL. 

that  there  are  enough  other  directors  present,  voting 
in  favor  of  his  salary;  to  constitute  a  quorum  of  the 
Board.1 

It  is  a  doctrine  of  general  acceptation  thit  directors 
of  a  corporation  are  not  entitled  to  compensation  for 
their  services  as  directors,  unless  such  compensation  is 
provided  for  or  expressly  sanctioned  by  the  charter 
or  by-laws.  Without  such  authority,  directors  cannot 
vote  compensation  to  themselves  for  the  performance 
of  their  ordinary  duties. 

A  director  should  not  be  allowed  compensation  for 
services  rendered  by  himself  to  his  corporation  upon 
an  implied  contract,  unless  it  be  established  by  a  clear 
preponderence  of  evidence — 

ist.  That  the  services  were  clearly  outside  his  ordi- 
nary duties  as  director;  and, 

2d.  That  they  were  performed  under  circumstances 
sufficient  to  show  that  it  was  well  understood  by  the 
proper  corporate  officers,  as  well  as  by  himself,  that 
the  services  were  to  be  paid  for  by  the  corporation.1 

BOND  OF  OFFICER.  Sureties  on  the  bond  of  an  offi- 
cer of  a  private  corporation,  whose  office  is  annual, 
with  power  in  him  to  hold  over  until  his  successor  is 
elected,  or  appointed  and  qualified,  are  bound  only  for 
the  year  for  which  he  was  chosen,  and  for  such  further 
time  as  is  reasonably  sufficient  for  the  election  and 
qualification  of  his  successor.*  (See  No.  77.) 


i   Nat.  Corp.   Rep. 

a  Nat.  Corp.  Rep.,  Vol.  4,  p.  489;  Brown  v.  Republican  Silver  Mines,  30 
Pac.  Rep.  66;  Construction  Co.  v.  Fitzgerald,  137  U.  S.  98;  Pew  v.  Bank,  130 
Mass.  395;  Cheney  v.  Railway  Co.,  68  111.  570. 

3  Mutual  Loan  and  Building  Association  v.  Price,  Am.  Corp.  Cases,  6-336. 


NEW  SECRETARY'S  MANUAL.  97 

But  if  the  tenure  of  an  office  be  for  an  indefinite 
period,  and  the  bond  be  given  for  the  faithful  per- 
formance of  the  duties  of  the  office,  without  limiting 
the  time,  the  sureties  are  liable  so  long  as  the  princi- 
pal shall  continuously  hold  office.1 

LIABILITY  OF  OFFICER.  An  officer  of  a  corporation 
of  California  who  willfully  gives  a  certificate,  or  willfully 
makes  an  official  report,  public  notice,  or  entry  in  any 
of  the  records  or  books  of  the  corporation,  concern- 
ing the  corporation  business,  which  is  false  in  any  ma- 
terial representation,  is  liable  for  all  damages  resulting 
therefrom  to  any  person  injured  thereby. 

The  officers  are  appointed  by  the  corporation,  and 
if  any  loss  results  to  strangers  dealing  with  the  corpo- 
ration from  their  misrepresentation  in  matters  within 
the  general  scope  of  their  duties,  it  should  fall  upon 
the  corporation,  which  is  responsible  for  their  appoint- 
ment, rather  than  upon  the  parties,  who  have  no  means 
of  ascertaining  the  facts,  and  must  rely  upon  the  as- 
surances of  such  officers,  or  not  deal  with  the  corpo- 
ration at  all.1 

Loss  from  gross  negligence  or  willful  misconduct 
must  be  clearly  proven  to  make  an  officer  liable  for 
m  ismanagement.1 

When  an  injunction  is  known  to  have  been  served 
on  a  corporation,  its  officers  and  agents  are  liable  for 
contempt  for  violation  of  such  injunction.  An  injunc- 
tion is  binding  upon  the  officers  even  though  they  are 
not  parties  to  the  record. 

I  Trustees  v.  Dean,  Am.  Corp.  Cases,  7-531. 
a  Miners'  Ditch  Co.  v.  Zellerbach,  37  Cal.  543. 
3  Neall  v.  Hill,  16  Cal.  146. 


gS  NEW  SECRETARY'S  MANUAL. 

REMOVAL  OF  OFFICERS  AND   DIRECTORS.     The 

power  of  removing  the  private  or  ministerial  officers 
of  a  private  corporation  belongs  to  the  corporation 
alone.  Courts  cannot  remove  such  officers.  The  aid 
of  Courts  can  be  invoked  only  as  against  such  officers 
as  are  intrusted  by  law  with  the  management  of  the 
affairs  of  the  corporation,  and  as  against  these  the 
remedy  is  at  law,  and  not  in  equity.1 

In  California,  no  director  may  be  removed  from  of- 
fice unless  by  a  vote  of  two-thirds  of  the  members  or 
of  the  stockholders  holding  two-thirds  of  the  capital 
stock,  at  a  general  meeting  held  after  previous  notice, 
stating  the  time,  place  and  intention  to  make  such  re- 
moval, and  by  whose  order  the  meeting  is  called. 
Such  meeting  may  be  called  by  the  President,  or  by  a 
majority  of  the  directors,  or  by  the  members  or  stock- 
holders holding  at  least  one-half  of  the  votes.  In  case 
of  removal,  the  vacancy  may  be  filled  by  election  at 
the  same  meeting.* 

RESIGNATION.  The  resignation  of  an  officer,  to  be 
effectual,  must  be  accepted  by  competent  authority, 
and  the  power  to  accept  such  resignation  is  incident 
to  every  corporation;  such  acceptance  may  be  by  en- 
try in  the  books,  by  vote  or  by  resolution,  or  by  treat- 
ing the  office  as  vacant  and  electing  another  to  fill  it. 
A  person  who  has  been  elected  to  an  office,  cannot  re- 
sign before  he  is  made  an  incumbent  thereof,  and  his 
attempt  to  do  so  is  abortive  and  ineffectual.8 

RECEIVER,     Dissatisfaction  by  the  minority  of  the 


i  Neall  v.  Hill,  16  Cad.  146. 
s  Cal.  Civil  Code,  Sec.  310. 
3  Boon  on  Corporations.  Sec.  136* 


NEW  SECRETARY'S  MANUAL.  99 

stockholders  of  a  corporation  with  its  management  by 
the  majority,  is  insufficient,  in  the  absence  of  fraud  or 
insolvency,  to  authorize  the  Court  to  appointa  receiver 
at  the  instance  of  the  minority.  The  power  of  the 
Court  to  appoint  a  receiver  must  be  exercised  with  the 
utmost  caution,  and  with  a  due  regard  for  the  interests 
as  well  as  the  legal  rights  of  all  parties.1 

To  appoint  a  icceiver  for  a  business  corporation  is, 
as  a  usual  thing,  to  sign  its  death  warrant.  Few  cor- 
porations, however  solvent,  recover  from  the  shock. 
If  the  directors,  though  incompetent,  are  honest,  they 
will  usually  listen  to  suggestions  from  stockholders. 
If  they  will  not,  they  may  be  retired  to  private  life  at 
the  next  election.  It  is  only  when  there  is  fraud  that 
ike  heroic  remedy  of  appointing  a  receiver  should  be 
employed." 

i  Fluker  v.  Railway  Co.  30  Pac.  Rep.  18. 
•  Nat.  Corp.  Rep.,  Vol.  4,  p.  440. 


IOO  NEW   SECRETARY  S    MANUAL. 

CORPORATE   BOOKS   AND 
RECORDS. 

Corporate  Books  Classified. — Books  of  Account. — Voucher. 
— Check. — Cash  Book. — Voucher  Record. — Opening 
Entries  in  the  Journal. — Books  of  Account  as  Evidence 
in  Court. — Examination  of  Corporate  Books. — Book 
of  Stock  Certificates. — Stock  Journal  and  Stock  Ledger. 
— Stock  Certificate  Register. — Dividend  Book. — Book 
of  By-Laws. — Agenda  Book. — Minute  Book. 

Corporate  books  are  divisible  into  two  great  classes, 
namely : — 

(1)  Financial  Books,  or  Books  of  Account. 

(2)  Record  Books. 

"The  great  distinction  between  record  books  and 
nnancial  books, ' '  says  an  English  authority,  ' '  is  that 
the  latter  form  an  integral  part  of  the  system  of 
double-entry,  while  the  former  do  not,  their  object 
being  merely  to  provide  further  detail  in  connection 
with  the  entries  contained  in  the  financial  books." 

The  Book  of  By- Laws  is  evidence  that  By- Laws 
have  been  adopted. 

The  Minute  Book  is  evidence  of  who  the  officers 
are,  and  of  all  other  acts  and  proceedings  of  the  Board 
of  Directors. 

The  Transfer  Journal  and  Transfer  Ledger  are 
evidence  of  who  the  stockholders  are.  Upon  the 
original  issue,  and  any  subsequent  transfers,  the 
Stock  Certificate  Book,  Transfer  Journal,  Transfer 
Ledger,  and  Seal  are  brought  into  requisition. 


XE\V    SECRETARY  S    MANUAL.  IOI 

BOOKS  OF  ACCOUNT.  The  theory  and  general 
principles  of  double-entry  bookkeeping  are  of  uni- 
versal application,  but  all  books  of  account  should  be 
adapted  to  the  nature  of  the  business  transacted. 
There  are  several  excellent  text-books  on  corporation 
bookkeeping,  and  what  is  here  written  is  offered  in 
the  way  of  suggestion  merely,  and  upon  the  supposi- 
tion that  the  majority  of  the  readers  of  this  work  are 
familiar  with  the  general  principles  of  double-entry 
bookkeeping. 

Let  us  suppose,  by  way  of  illustration,  that  the 
Victor  Coal  Company  has  completed  its  organization, 
as  shown  in  Forms  Nos.  22  and  23,  and  that  its 
Secretary  has  procured  the  necessary  books  of 
account,  stock  certificates,  corporation  seal  and 
stationery. 

The  subscription  to  the  capital  stock  consists  of  the 
real  estate,  rights  and  property  in  connection  with  cer- 
tain coal  lands,  owned  jointly  by  the  five  subscribers 
to  the  capital  stock,  and  conveyed  by  them  to  the  cor- 
poration, and  in  order  to  provide  funds  with  which  to 
meet  current  expenses,  we  will  suppose  that  the  Board 
of  Directors,  at  their  first  meeting,  adopted  a  resolu- 
tion authorizing  the  President  and  Secretary  to  borrow 
$5,000  from  the  First  National  Bank,  for  six  months, 
with  interest  at  the  rate  of  eight  per  cent  per  annum, 
and  to  execute  and  deliver  the  corporation  note  there- 
for. The  note,  together  with  a  certified  copy  of  the 
resolution  authorizing  the  same,  has  been  delivered, 
and  the  proceeds  of  the  note  placed  to  the  credit  of 
W.  L.  Brown,  Treasurer  Victor  Coal  Company,  on 
the  books  of  the  First  National  Bank. 

The  Treasurer,  W.  L.  Brown,  writes  a  letter  to  the 


102  NEW  SECRETARY'S  MANUAL. 

First  National  Bank,  transmitting  with  said  letter  the 
canceled  check  referred  to,  which  check  shows  his 
own  signature  and  the  signatures  of  the  President  and 
Secretary.  (See  check  below.)  Said  letter  reads  sub- 
stantially as  follows: 

"  I  desire  to  open  an  account  with  you  in  the  name  of  W- 
L.  Brown.Treasurer  Victor  Coal  Company.     Checks  will  be 
drawn  like  the  canceled  sample  inclosed,  and  will  be  coun 
tersigned  by  myself,  and  I  hereby  authorize  you  to  pay  all 
such  checks  when  properly  countersigned." 

VOUCHER.  A  voucher  is  a  paper  or  document 
which  serves  to  establish  the  correctness  of  an  account. 
For  example:  Peter  Smith,  who  is  in  the  employ  of 
the  company,  presents  his  bill  for  $50,  which  bill 
shows  the  kind  of  work  in  which  he  is  engaged,  the 
number  of  days  and  the  rate  per  day  for  the  time  so 
engaged,  in  accordance  with  the  terms  of  his  employ- 
ment, and  such  bill,  when  paid  by  the  company  and 
receipted  by  Peter  Smith,  becomes  the  voucher,  or 
written  evidence,  of  the  company  for  the  amount  of 
money  so  disbursed  by  its  officer, the  Secretary.  In  or- 
der to  secure  uniformity  in  filing,  vouchers,  printed  in 
the  form  following,  and  cut  to  a  certain  size,  should  be 
used  by  the  Secretary,  and  bills  against  the  company, 
which  cannot  be  made  out  on  such  voucher  blanks,  such 
as  freight  expense  bills,  etc.,  may,  when  paid  and  re- 
ceipted, be  attached  to  the  printed  form  for  filing. 
The  vouchers  are  numbered  consecutively,  and  such 
numbers  correspond  to  the  numbers  of  the  checks  by 
which  the  vouchers  are  paid.  When  a  voucher  has 
been  paid,  the  printed  form  on  the  back  is  filled  up, 


NEW  SECRETARY'S  MANUAL.  103 

so  as  to  show  the  number  of  the  voucher,  date  of 
payment,  name  of  payee,  and  the  account  or  accounts 
to  which  it  is  to  be  charged. 


VICTOR  COAL  COMPANY 
Voucher  No.  /. 
March  10,  1892. 

Peter  Smith. 
Mine  labor,  $50.00. 


CHECK.  The  Treasurer  is  nominally  the  custodian 
of  the  funds  of  the  corporation,  although  in  practice 
such  funds  are  generally  banked,  subject  to  the  order 
of  the  Treasurer.  To  obviate  the  necessity  of  having 
a  separate  order,  or  warrant,  on  the  Treasurer,  for 
each  check  drawn  on  the  bank,  the  following  form 
has  been  devised,  which  combines  in  one  paper  both 
a  warrant  and  a  check: 

ELSINORE,  Cal.,  March  /o,  1892. 
W.  L.  BROWN,  Treasurer, 

VICTOR    COAL  COMPANY. 
Pay  to  the  order  of  Peter  Smith,  ($jo.oo)  Fifty  Dollars. 

VICTOR  COAL  COMPANY. 

Payable  at  John  Doy?e,  President. 

First  National  Bank        Stephen  Jones,  Secretary. 

Els  more,  Cal. 
W.  L.  Brown,  Treasurer. 

THE  CASH  BOOK.  In  writing  up  the  cash  book,  the 
entries  on  the  debit  side  are  taken  froni  the  b. otter,  or 
day  book,  and  those  on  the  credit  side  are  taken  from 
the  vouchers,  which  are  arranged  and  entered  in  con- 
secutive order.  At  the  close  of  each  page,  the  Treas- 
urer is  credited  by  the  orders  drawn  on  him,  and 


IO4 


XE\V   SECRETARY  S    MANUAL. 


debited  with  the  cash  received,  if  any.  Folios  2  and 
3  of  the  cash  book,  when  written  up,  would  appear  as 
follows: — 


MARCH,  1893. 

MARCH,  1892. 

7 

BILLS  PAYABLE. 

$5,000.00 

IO 

MINE  LABOR.          [ij 

$      50.00 

For  our  note,    favor 

Peter  Smith. 

First    National    Bank. 

10 

GEN'C  EXPENSS.     [a] 

6.50 

due    six    months    after 

2  cords  wood 

date,    with   interest   at 
8  per  cent  per  annum. 

n 

OTTO  SPRUDEL.      [3] 
On  account. 

118.00 

10 

BLANDING  &  PIKK. 
On  account. 

305-35 

ii 

W.  L.  BROWN,  treas. 

$5,000.00 

5,305-a5 

ii 

W.  L   BROWN,  treas. 

174-50 

305.00 

"     2,         6.50 

"     3.     118.00 

It  will  be  noticed  that  the  corresponding-  debit  and 
credit  sides  of  the  cash  book  will  balance  when  fully 
written  up. 

The  vouchers,  after  being  entered,  are  filed  for 
ready  reference,  in  packages  of  100  each,  commenc- 
ing with  the  first  number  in  the  hundred  series. 

VOUCHER  RECORD.  The  vouchers  may  also  be  en- 
tered, month  by  month,  in  a  voucher  record,  with 
which  the  vouchers  may  be  checked  when  being  ex- 
amined by  the  auditing  committee.  The  aggregate 
for  each  month  should  equal  the  aggregate  of  the  cor- 
responding numbers  as  shown  by  the  credit  side  of 
the  treasurer's  account  in  the  company's  ledger. 

ANOTHER  FORM  Below  are  shown  the  headings 
and  rulings  of  a  voucher  record  book  of  original  en- 
try, in  which  the  vouchers  are  entered  in  consecutive 
order,  their  amounts  distributed  to  the  respective  ac- 
counts, and  the  totals  of  these  accounts  posted  direct 
to  the  ledger.  No  explanations  are  made,  the  vouch- 


NEW  SECRETARY'S  MANUAL. 


105 


ers  being  referred  to  for  these.  It  will  be  observed 
that  the  aggregate  of  the  footings  in  all  of  the  other 
columns  must,  at  any  time,  equal  the  sum  of  the  fig- 
ures in  the  "Amt.  of  Order"  column.  The  figures  in 
the  "Amt.  of  Order"  column  will  show,  without  re- 
ferring to  the  stubs  of  the  check  book,  the  amount  ot 
each  check,  and  the  sum  of  these  figures,  when  de- 
ducted from  the  amount  of  money  with  which  the 
treasurer  is  debited,  must,  at  any  time,  equal  cash  in 
bank.  This  book  may  be  ruled  for  fifty  vouchers  to 
the  page,  the  accounts  to  extend  across  two  pages. 
In  a  small  business,  a  page  will  suffice  for  a  month's 
expenditures.  It  is  only  necessary  then  to  post  once 
a  month,  but  the  total  of  any  or  all  of  the  accounts 
may  be  obtained  at  any  time.  In  posting,  the  totals 
are  brought  below  a  common  red  line,  as  shown,  and 
then  posted.  The  total  of  "Amt.  of  Order"  column 
is  posted  to  the  treasurer's  account.  With  the  vouch- 
ers at  hand,  entered  in  a  book  in  this  manner,  the  ac- 
counts may  be  quickly  audited  by  an  auditing  com- 
mittee and  the  certificate  of  the  committee  indorsed 
on  the  book. 

VICTOR  COAL  COMPANY. 

VOUCHER  RECORD  FOR  MONTH  OF  MARCH,  1899. 


x       '     S 

M 

"o  « 

,j 

I. 

o 

W   . 

8 

j 

« 

0 

II 

-S 

1  " 

~  " 

w 

3 

-C 

M 

I 

fij 

0^ 

EO 

|l 

r, 

o 
a 

V 

u 

1 

H 

< 

O 

IS 

o 

S 

Mch.  to 

i 

P.  Smith, 

$50.  ou 

$50.00 

Mch.  i 
Mch.  10 

2 

3 

J.  Jones, 
W.L.  Brown 

16.25 
30.00 

$3.00 

$13.25 

W.L.  Brown 

$30.00 

$96.25 

$3.00 

$13-55 

$50.00 

56 

'3 

'5 

22 

io6  NEW  SECRETARY'S  MANUAL. 

It  is  necessary  to  employ  a  cash  book  in  connection 
with  this  form  of  voucher  record,  but  the  entries  in  it 
are  made  from  the  voucher  record  only  once  a  month. 

OPENING  ENTRIES  IN  THE  JOURNAL.    The  opening 

entry  in   the  journal,  so  far  as  relates  to  the  stock, 
would  be  about  as  follows: — 

I    I  Mining  Rights I  $150,000.00  I 

I    |  To  Capital  Stock |  |  $150,000.00 

For  1,500  shares  of  the  capital  stock  of  the  Victor  Coal 
Co.,  issued  as  follows: 

To  W.  L.  Brown,  fifty  shares,  etc.,  in  full  payment  for  the 
property,  rights,  and  interest  conveyed  to  this  corporation 
by  said  W.  L.  Brown,  et  al.,  by  deed  bearing  date  March  10, 
1892. 

If  the  stock  of  another  corporation  had  been  turned 
in  as  part  of  the  property,  the  entry  would  be: 
Clearwater  Prospecting  Co.  Stock,    $2,000.00 
For  20  shares  of  the  capital 
stock  of  the  Clearwater 
Prospecting  Co. 

Mining  Rights $148,000.00 

To  Capital  Stock $150,000.00 

For  1,500  shares,  etc. 

When  an  assessment  is  levied,  the  entry  will  be 
about  as  follows: 

Sundries:  To  Assessments $3i75°-°o 

For  assessment  No.  i,  of  $2  50  per  share, 
levied  March  10,  1893,  on  each  and 
every  share  of  this  corporation,  and 
payable  immediately. 

W.  L.  Brow 125.00 

Assessment  No.  i,  of  $2.50  per  share  on 
the  50  shares  standing  in  the  name  of 
W.  L.  Brown,  etc 


NEW  SECRETARY'S  MANUAL.  107 

If  the  assessment  is  payable  in  installments,  the  ex- 
planation will  read:  "Assessment  No.  I,  of  $2  50  per 
share,  on  the  300  shares  standing  in  the  name  of  W. 
L.  Brown,  payable  as  follows: 

Installment  No.  i,  of  $1.00  per  share, 

payable  immediately. 

Installment  No.  2,  of  $1.50  per  share, 

payable  April  10,  1893." 

When  a  dividend  is  declared,  the  entries  will  be 
something  like  the  following: 

Profit  and  Loss. 

To  Dividends. 

Transfer  to  pay  dividend  No.  x. 

Dividends,  To  Sundries. 

Dividend  No.  i. 

To  W.  L.  Brown. 

300  shares  at  50  cents  per  share,  etc. 

The  assessments  and  dividends,  as  paid,  pass 
through  the  cash  book,  the  assessments  being  credited 
to  the  parties  paying  them,  and  the  dividends  being 
charged  to  the  parties  to  whom  they  are  paid. 

BOOKS  OF  ACCOUNT  AS  EVIDENCE  IN  COURT.    A 

book  is  a  witness  that  remains  unchanged,  unclouded, 
uncolored,  always  telling  the  same  story,  and  a  well- 
kept  set  of  books  has  the  same  effect  as  a  first-class 
witness.  Scratches  anywhere  in  a  book  weaken  the 
whole  bock  as  a  witness.  A  man  who  keeps  books 
must  be  bound  by  them;  they  are  unqualined  evidence 
against  him. 

There  are  various  rules  of  evidence.  One  of  these 
is  that  all  evidence  must  be  original.  Books  of  ac- 


io8  NEW  SECRETARY'S  MANUAL. 

count  are  one  of  the  exceptions  to  this  rule.  The 
primary  evidence  would  be  the  recollection  of  the 
seller. 

In  order  that  books  may  be  admitted  as  evidence, 
they  must  be: 

First,  ordinary  books  of  account. 

Second,  the  account  must  be  a  running-,  or  current 
account.  A  single  transaction  will  not  suffice. 

Third,  they  must  be  in  the  proprietor's  handwrit- 
ing, or  in  the  handwriting  of  his  bookkeeper,  or  some- 
one authorized  to  keep  the  books.  If  the  clerk  or 
booVkeeper  can  not  be  produced,  it  may  be  shown 
that  the  handwriting  is  his. 

Fourth,  the  book  admitted  must  be  the  book  of 
original  entries.  The  Supreme  Courts  have  decided 
that  the  book  of  original  entries  must  be  a  book,  not 
tabs  or  slips.  A  slate  kept  by  several  clerks  was  ruled 
not  to  be  a  book  of  original  entries.  A  butcher's  day- 
book or  blotter,  where  entries  are  made  daily,  the  court 
decided  to  be  a  book  of  original  entries.  Where  this 
blotter  was  destroyed,  the  books  were  held  not  to 
be  books  of  original  entries.  If  a  record  be  tempo- 
rary, it  is  not  original. 

A  nicely-kept,  clean  set  of  books,  free  from  scratches, 
blots  and  erasures,  is  of  more  weight  before  a  jury 
than  any  other  evidence.* 

FXAMINATION  OF  CORPORATE  BOOKS.  The  attor- 
ney general,  or  district  attorney,  when  required  by 
the  Governor,  or  the  State  Legislature,  at  any  time, 


I  The  Accountant,  Vol.  2,  p.  116. 


NEW  SECRETARY'S  MANUAL.  log 

may  examine  into  the  affairs  and  condition  of  any 
corporation  in  the  State  of  California,  and  inspect 
the  books,  papers  and  documents  belonging  to  such 
corporation,  and  may  also  examine  its  directors  and 
officers  under  oath,  in  relation  to  its  affairs  and  con- 
dition. 

A  person  who  is  entitled  to  examine  the  books  of  a 
corporation  personally,  is  entitled  to  examine  them 
by  attorney.1 

RECORD  BOOKS. 

BOOK  OF  STOCK  CERTIFICATES.    This  consists  of 

from  one  hundred  to  five  hundred  stock  certificates 
and  their  stubs  (see  Form  No.  53),  and  such  certifi- 
cates may  be  of  such  form  and  device  as  the  corpora- 
tion may  decide  upon.  The  certificates  are  signed  by 
the  President,  and  are  filled  out,  and  countersigned, 
and  sealed  by  the  Secretary,  who  takes  the  receipt  of 
the  transferee  on  the  stub  and  also  on  the  margin  of 
the  stock  journal.  When  the  transferee  is  unable  to 
appear  personally,  as  in  the  case  of  a  non-resident, 
such  receipt  may  be  taken  under  power  of  attorney. 
(See  Form  No.  95.) 

In  making  a  transfer,  it  is  the  universal  practice  to 
have  the  old  certificate  properly  endorsed,  produced 
and  surrendered  before  the  new  certificate  is  issued. 
The  canceled  certificate  is  attached  to  the  stub  from 
which  it  was  originally  detached. 

It  is  the  duty  of  the  Secretary,  as  the  custodian  of 
the  stock  books,  to  see  that  all  transfers  of  shares  are 
properly  made.  If  doubtful  as  to  the  identity  of  a 

I  Mitchell  v.  Rubber  Reclaiming  Co.  24  All.  Rep.  407. 


110 


NEW  SECRETARY'S  MANUAL. 


party  presenting  a  certificate  for  transfer,  or  if  not 
satisfied  as  to  the  genuineness  of  the  power  of  attor- 
ney produced,  he  may  require  such  identity  or  gen- 
uineness to  be  established  before  allowing  the  transfer 
to  be  made. 

The  certificates,  as  issued,  or  afterwards,  from  the 
stubs,  are  entered  in  the  stock  journal,  and  such  en- 
tries are  then  posted  to  the  stock  ledger. 

STOCK  JOURNAL  AND  STOCK  LEDGER.    The  stock 

journal  and   stock   ledger   in  use  in  California    have 
printed  headings  like  the  following: 
(JOURNAL.) 


Date. 

By  Whom 
Surrendered. 

fa 
J 

Certificate  Canceled. 

No. 
Certificate. 

No. 
Shares 

Total  No. 
Shares. 

In  Whose  Name. 

fa 

_)' 

Certificate  Issued. 

Signature.  Received  , 
subject  to  the  by-laws  of 
the  company. 

No. 
Certificate. 

No. 

Shares 

Total  No. 
Shares. 

(LEDGER.) 


Date. 

Certificate  Canceled. 

Certificate  Issued. 
(The  same.) 

J.F. 

Certificate 
No. 

No. 
Shares. 

In  trie  stock  ledger,  the  debit  and  credit  sides  are 
both  on  one  page,  but  in  the  stock  journal  the  entry 
extends  across  two  pages.1 


i  For  sale  by  H.  S.  Crocker  Co.,  San  Francisco,  CaL 


NEW  SECRETARY'S  MANUAL. 
STOCK  CERTIFICATE  REGISTER.' 


in 


STOCK  CERTIFICATE 


To  Whom  Issued. 

Date. 

No.   Cert. 

No.  Sh'es. 

Amount. 

Issued  in  Lieu  of 

No.    Cert. 

No.  Sh'es. 

REGISTER. 


Transferred. 

To  Whom  Transf  rd 

No.    Cert. 

No.SK's 

Date. 

No.    Cert. 

No.Sh's. 

Amount. 

Payable  on  at 

id  after  18.., 

Name. 

Residence. 

Shares. 

Amount. 

Dividend  of 
Per  Cent. 

Date  of 
Receipt. 

Rec'd  P'ment  in 
Full  to  Date. 

BOOK  OF  BY-LAWS.  Under  the  California  statutes, 
the  by-laws  of  a  corporation,  when  adopted  by  the 
stockholders  and  certified  to  by  a  majority  of  the 
Board  of  Directors  and  the  Secretary,  must  be  copied 
"in  a  legible  hand"  in  some  book  to  be  kept  in  the 
office  of  the  corporation,  and  to  be  known  as  the 
"Book  of  By-laws."  All  new  and  amended  by-laws 
must  be  copied  in  this  book  immediately  after  the  en- 
try of  the  original  by-laws;  and  the  fact  of. the  repeal 
of  a  by-law,  with  the  date  of  the  meeting  at  which  the 
repeal  was  made,  must  also  be  stated  in  such  book, 


•  Copyrighted  and  for  sale  by  Thayer  &  Jackson  Stationery  Co.,  Chicago, 
111.    Published  by  permission. 


ii2  NEW  SECRETARY'S  MANUAL. 

and  no  new,  amended  or  repealed  by-law  takes  effect 
until  such  entries  are  made. 

AGENDA  BOOK.  This  is  simply  a  paged  book,  con- 
taining paper  suitable  for  the  pencil,  in  which  the  Sec- 
retary may  enter,  during  the  meeting,  notes  of  the 
business  done. 

At  the  top  of  the  page  write  day  and  date,  whether 
the  meeting  is  regular  or  special,  the  names  of  those 
present  and  absent,  and  a  memoranda  of  the  business 
to  be  transacted  in  the  order  in  which  it  is  to  be  taken 
up.  When  written  resolutions  are  offered,  the  Secre- 
tary should  write  in  his  notes  "  Resolution  No. 

offered  by ,"  and  when  the  written  resolu- 
tion is  handed  to  him,  he  should  place  on  it  a  corre- 
sponding number.  At  the  close  of  the  meeting  the 
written  resolutions  should  be  attached  to  the  page  of 
the  agenda  book,  and  when  the  minutes  have  been 
entered  in  the  permanent  record,  place  page  and  date 
of  meeting  on  written  resolutions  and  file  them  in  an 
envelope  or  other  receptacle,  which  should  be  labeled 
to  indicate  its  contents. 

The  agenda  book  may  also  serve  as  a  docket  in 
which  the  Secretary  may  enter,  in  the  intervals  be- 
tween meetings,  such  matters  as  are  necessary  to  be 
brought  to  the  attention  of  the  directors  or  stockhold- 
ers for  their  action  at  a  subsequent  meeting. 

Such  a  book  will  be  found  to  be  much  more  service- 
able and  satisfactory  for  preserving  memoranda  than 
would  loose  sheets  of  paper,  which  are  liable  to  be- 
come lost  or  mislaid. 

MINUTE  BOOK.     The   minute  book  should  contain 


NEW  SECRETARY'S  MANUAL.  113 

paper  of  good  quality,  and  the  minutes  should  be 
carefully  entered  therein  in  a  neat,  legible  hand,  and  in 
chronological  order,  without  omission,  erasure  or  in- 
terlineation. Spelling,  punctuation,  capitalization, 
paragraphing,  and  arrangement  should  all  be  given 
attention;  in  short,  the  Secretary  should  exercise  as 
much  care  in  recording  the  minutes  as  if  he  were 
writing  for  the  press  an  article  which  he  would  wish  to 
have  appear  in  print  precisely,  in  all  respects,  as  he 
had  written  it.  Black  ink,  of  uniform  quality,  should 
be  used  throughout  the  book,  and  emphasis  may  be 
given  to  dates  and  the  introductory  words  of  pream- 
bles and  resolutions  by  underscoring  same  with  red 
ink.  Each  page  of  the  minute  book  should  be  ruled 
with  a  marginal  line. 

The  first  entry  to  be  made  in  the  minute  book  will 
be  the  record  of  the  first  meeting  of  the  stockholders, 
and  the  second  entry,  the  record  of  the  first  meeting 
of  the  Board  of  Directors.  General  entries,  other 
than  resolutions,  are  illustrated  under  ' '  Miscellaneous 
Minute  Book  Entries." 

The  record  of  each  annual  meeting  of  the  stock- 
holders for  the  election  of  directors,  etc.,  will  be  sim- 
ilar to  the  record  of  the  first  meeting  of  the  stock- 
holders, so  far  as  the  election  is  concerned,  and  the 
changes  in  respect  to  those  present,  etc.,  will  be  found 
under  the  caption  "Miscellaneous  Minute  Book  En- 
tries." 

In  the  margin,  opposite  each  paragraph  or  resolu- 
tion, "catchwords"  in  red  or  black  ink  may  be 
written,  so  that  when  looking  through  the  book  for 


114  NEW  SECRETARY'S  MANUAL. 

the  record  of  a  particular  transaction,  it  is  only  necessary  to 
read  the  catchwords  to  find  the  matter  sought.  (See  form 
No.  14.) 

Whenever  it  is  desirable  to  express  a  thought  with  more 
than  ordinary  definiteness,  the  best  practice  is  first  to  make 
a  pencil  copy  (which  may  be  readily  altered  or  amended), 
rather  than  to  attempt  to  record  a  statement  as  it  is  being 
formulated  in  the  mind.  By  making  such  pencil  copy,  un- 
sightly erasures  and  interlineations,  the  bane  of  a  hasty, 
careless  writer,  may  be  avoided. 

If  for  any  reason  the  Secretary,  upon  reading  his  minutes 
before  the  Board  of  Directors,  is  instructed  by  that  body  to 
cross  off  one  or  more  sentences,  or  if  the  Secretary  in  enter- 
ing the  minutes  should  inadvertently  repeat  a  sentence,  such 
crossing  off  may  be  done  by  laying  a  ruler  upon  the  page 
and  drawing  straight  lines  in  red  ink  through  the  portion  to 
be  expunged. 

The  minutes  of  a  special  meeting  should  be  signed  by  the 
Chairman  and  Secretary  of  the  meeting,  and  the  minutes  of 
a  general  meeting  should  be  signed  by  the  Secretary  of  the 
company. 

It  is  not  necessary  that  the  minutes  of  the  proceedings  of 
a  corporation  should  be  written  up  by  the  Secretary  in  his 
own  handwriting,  or  that  they  should  be  approved  by  the 
board.1 

Where  the  corporate  records  show  that  a  resolution  was 
adopted,  it  is  presumed  that  such  resolution  was  adopted  by 
the  majority,2  and  if  it  be  shown  that  a  resolution  was  so 
adopted,  it  would  be  valid,  though  never  entered  on  the 
company's  minutes.3 

Entries  in  the  books  of  a  corporation  are,  as  a  general  rule, 
competent  evidence  of  the  proceedings  of  the  corporation.4 
but  the  omission  of  the  Secretary  to  enter  corporate  resolu- 
tions, may  be  proved  by  parol.5 

i-3  \\rells  v.  Rahway  White  Rubber  Co.,  Am.  Corp.  Cases,  3-592. 

s  Star  Line  Steamers  v.  Van  Vleit,  Id.,  6-649. 

4  Weatherbee  v.  Baker,  Id.,  9-547. 

6  Bay  View  Ass'n  v.  Williams,  50  Cal.,  553. 


NEW  SECRETARY'S  MANUAL.  115 


CORPORATE  MEETINGS. 

Meeting  and  Session. — Kind  of  Meetings. — Where  Held. — 
How  Held.— Not'ce  of  Meetings. — Meetings  of  Stock- 
holders or  Members. — Elections. — Ballot — Tally  Sheet. 
— Vote. — Directors'  Meetings. — Quorum. — Presiding  Of- 
ficer.— Recording  Officer. — What  the  Record  Should 
Disclose. — Taking  Vote  on  Roll  Call. — Adjourned  Meet- 
ing.— Order  of  Business. 

MEETING  AND  SESSION.  A  meeting  denotes  the  un- 
interrupted and  continued  deliberations  of  the  mem- 
bers present  thereat  from  the  moment  of  assembling 
until  adjournment. 

A  session  is  the  time  during  which  the  members  are 
assembled,  including  the  first,  or  regular  meeting,  and 
any  and  all  adjourned  meetings,  until  final  adjourn- 
ment without  day,  or  to  the  next  regular  meeting. 

The  motto  of  the  meeting  should  be  ' '  Hoc  ageret " 
which  signifies  "to  attend  to  the  business  on  hand." 

KINDS  OF  MEETINGS.  Meetings  are  general  or 
special 

General  meetings  are  held  at  stated  times  and 
places,  pursuant  to  provisions  of  the  by-laws  of  the 
corporation,  or  in  conformity  with  the  requirements 
of  the  statute  of  incorporation.  "Regular"  and 
"Stated"  are  terms  also  used  to  designate  such 
meetings. 

Special  meetings  are  called  on  particular  occasions 
and  for  specified  purposes. 


n6  NEW  SECRETARY'S  MANUAL. 

The  business  of  the  meeting  may  be  Ordinary  or 
Extraordinary.  "Ordinary"  is  used  to  characterize 
the  business  usually  transacted  at  a  general  meeting 
of  the  directors.  The  acts  of  the  directors  may  be 
said  to  be  "Extraordinary  "  only  when  they  relate  to 
some  business  which  the  stockholders  have  previously 
begun,  or  which  the  stockholders  must  subsequently 
continue  and  complete.  The  calling,  by  the  direct- 
ors, of  a  stockholders'  meeting  for  the  purpose  of  in- 
creasing or  diminishing  the  capital  stock,  is  extraor- 
dinary business.  The  election  of  directors,  by  the 
stockholders,  is  extraordinary  business. 

WHERE  HELD.  Meetings  of  the  stockholders  or 
Board  of  Directors  must  be  held  at  the  principal 
place  of  business  of  the  corporation. 

HOW  HELD.  Meetings  may  be  held  pursuant  to 
notice  thereof  given. 

1.  By  publication  and  personal  service; 

2.  By  personal  service  only; 

3.  By  consent,  when  all  of  the  stockholders  or  di- 
rectors are  present  and  sign  such  written  consent  on 
the  minutes  of  the  meeting; 

4-  Pursuant  to  adjournment  j  |ubj4?  t^cSr*" 

NOTICE  OF  MEETINGS.  Where  the  time  and  place 
of  holding  general  or  stated  meetings  are  provided 
for  by  resolution  or  by-law,  each  member  is  presumed 
to  have  a  standing  notice  of  such  meetings,  and  the 
giving  of  a  notice  for  each  meeting  is  generally  un- 
necessary. Where  the  statute  fixes  the  day  of  meet- 


NEW  SECRETARY'S  MANUAL.  117 

ing,  and  provides  that  notice  shall  be  given,  or  where 
the  statute  provides  that  the  date  of  a  meeting,  such 
as  an  annual  meeting,  may  be  fixed  in  the  by-laws, 
the  fixing  of  such  date  by  by-law  is  not  a  sufficient 
notice. 

In  the  case  of  a  special  meeting,  the  giving  of  no- 
tice to  each  .member  is  essential  to  the  validity  of 
the  acts  done  at  such  meeting,  unless  all  of  the  mem- 
bers are  present  in  person,  sign  a  written  consent  to 
the  holding  of  the  meeting,  and  participate  in  the 
proceedings  of  the  meeting. 

It  is  not  only  a  plain  dictate  of  reason,  but  a  gen- 
eral rule  of  law,  that  no  power  or  function  intrusted 
to  a  body  consisting  of  a  number  of  persons  can  be 
legally  exercised  without  notice  to  all  the  members 
composing  such  body.1  The  right  to  deliberate,  and 
by  their  advice  and  counsel  convince  their  associates, 
if  possible,  is  the  right  of  the  minority,  of  which  they 
cannot  be  deprived  by  the  arbitrary  will  of  the  major- 
ity. (See  also  Notices.) 

MEETINGS  OF  STOCKHOLDERS  OR  MEMBERS.     At 

a  meeting  of  the  stockholders  there  must  be  a  ma- 
jority of  the  subscribed  capital  stock  present  or  rep- 
resented, either  in  person  or  by  proxy. 

In  corporations  having  no  capital  stock,  there  must 
be  a  majority  of  the  members  present  or  represented. 

Any  regular  or  called  meeting  of  the  stockholders 
or  members  may  adjourn  from  day  to  day,  and  from 
time  to  time,  if  for  any  reason  a  majority  of  the  stock- 

i  People  v.  Catcbellor,  aa  N.  Y.  134. 


u8  NEW  SECRETARY'S  MANUAL. 

holders  or  members  is  not  present,  and  a  statement 
of  such  adjournment,  and  the  reasons  therefor,  must 
be  entered  in  the  minute  book. 

When  all  of  the  stockholders  or  members  are  pres- 
ent in  person  at  a  meeting  and  sign  a  written  consent 
to  the  holding  of  the  meeting,  they  may  elect  officers 
to  fill  all  vacancies  then  existing,  and  act  upon  such 
other  business  as  might  lawfully  be  transacted  at  a 
called  or  regular  meeting. 

ELECTIONS.  When  the  statute  confers  upon  the 
stockholders  the  power  to  elect  directors,  the  corpo- 
ration cannot  deprive  them  of  that  right  or  confer  it 
upon  others.1 

All  elections  must  be  by  ballot,  and  every  stock- 
holder has  the  right  to  vote  in  person  or  by  proxy  the 
number  of  shares  of  stock  standing  in  his  name  for  as 
many  persons  as  there  are  directors  to  be  elected,  or 
to  cumulate  said  shares  and  give  one  candidate  as 
many  votes  as  the  number  of  directors  multiplied  by 
the  number  of  shares  shall  equal,  or  to  distribute  them 
on  the  same  principle  among  as  many  candidates  as 
he  shall  see  fit.1  A  similar  rule  prevails  in  Illinois, 
Michigan,  Missouri,  Pennsylvania,  and  Nebraska.  In 
California,  New  York,  and  Indiana  every  person  act- 
ing at  such  election  must  be  a  bonafide  stockholder, 
having  stock  in  his  own  name  on  the  stock  books  of 
the  corporation  at  least  ten  days  prior  to  the  election. 

In  corporations  having  no  capital  stock   each  mem- 

I  Brewster  v.  Hartley,  37  Cat.  15. 

a  Wright   r.    Central  Cal.    C.  W.   Co.,     67  Cal.    532;    CaL   CivU   Cod«, 
Sec.  307. 


NEW  SECRETARY'S  MANUAL.  ng 

her  of  the  corporation  may  cast  as  many  votes  for  one 
trustee  as  there  are  trustees  to  be  elected,  or  may  dis- 
tribute the  same  among  any  or  all  of  the  candidates. 
In  either  case,  the  candidate  receiving  the  highest 
number  of  votes  shall  be  declared  elected. 

The  directors  of  a  corporation  must  be  elected  an- 
nually, at  the  annual  meeting  of  the  stockholders  or 
members,  and  if  no  time  is  fixed  in  the  by-laws  for 
the  date  of  the  election,  such  election,  in  California, 
must  be  held  on  the  first  Tuesday  in  June.  If  not  so 
elected,  the  directors  hold  over  until  their  successors 
are  elected  and  qualified.  Immediately  after  their 
election,  the  directors  must  organize  by  the  election 
of  a  President,  who  must  be  one  of  their  number,  a 
Secretary  and  Treasurer. 

The  inspectors  of  election  of  a  corporation  of  New 
York,  before  entering  upon  the  discharge  of  their  du- 
ties, must  take  and  subscribe  an  oath  that  they  will 
faithfully  execute  the  duties  of  such  inspector  at  such 
meeting  with  strict  impartiality  and  according  to  the 
best  of  their  ability;  and  the  oath  so  taken,  together 
with  a  certificate  of  the  result  of  the  vote  had  at  such 
election,  must  be  immediately  filed  in  the  office  of  the 
county  clerk. 

In  New  Jersey  any  person  who  is  a  candidate  for 
the  office  of  director  of  a  corporation,  cannot  act  as 
judge,  inspector,  teller,  clerk,  or  conductor  of  any 
election  (except  the  first  election)  for  directors,  and  if 
any  person  so  act  and  be  elected  a  director,  his  elec- 
tion is  void,  and  it  is  not  lawful  for  the  legally  elected 
directors  to  appoint  any  such  person  as  director  within 
the  twelve  months  next  succeeding  such  election. 


I2O 


NEW  SECRETARY  S  MANUAL. 


BALLOT.  The  following  is  submitted  as  a  form  of 
ballot  to  be  used  by  the  stockholders  in  an  election  for 
directors.  A  typist  is  now  employed  in  nearly  every 
office,  and  prior  to  a  corporate  election,  the  blank 
form  of  ballot,  for  convenience  and  uniformity,  may 
be  struck  off  on  the  typewriter,  and  be  ready  for  use. 

(BALLOT.) 

Election  for  directors  of 

Company. 

189 

holding. shares 

(by  his  proxy ) 

votes  said shares  for  each  of 

the  following  named  persons  to  serve  as  directors  of  said 

corporation  for  the  year  ending 189..., 

and  until  their  successors  are  duly  elected  and  qualified,  or 
appointed: 


TALLY  SHEET.  The  tellers,  in  ascertaining  the  re- 
sult of  an  election,  will  find  the  following  form  of  tally 
sheet  of  material  assistance. 

CANDIDATES. 


Names  of  Voter*. 


Total*. 


NEW   SECRETARY  S    MANUAL.  121 

MOTION.  A  motion  is  a  proposition  made  by  one 
member  or  stockholder  and  seconded  by  another. 
An  appeal  to  enforce  an  order  of  the  meeting  does 
not  require  a  second.  The  proposition,  when  stated 
by  the  chair  for  acceptation  or  rejection,  is  termed  a 
question,  and  taking  a  vote  thereon  is  styled  putting 
the  question.  A  question,  after  it  is  stated  by  the 
chair,  is  open  for  debate.  One  motion  can  not  be 
entertained  while  another  is  pending. 

A  motion  may  be  amended,  and  the  amendment 
may  be  amended,  but  further  amendments  are  out  of 
order.  The  second  amendment  must  be  decided 
before  the  first,  and  the  first  before  the  main  question. 
An  amendment  may  consist  in  adding  words  to  the 
moiion,  or  in  striking  out  words,  or  in  striking  out 
and  inserting  words. 

VOTE.  In  a  viva  voce  vote,  the  presiding  officer 
determines  the  result  by  his  ear. 

In  a  rising  vote,  or  a  division,  those  in  the  affirma- 
tive, and  those  in  the  negative,  rise  separately,  to  be 
counted.  In  some  cases,  tellers  are  appointed,  who 
count  the  voters. 

In  voting  by  ayes  and  noes,  the  Secretary  or  Clerk 
calls  the  roll,  and  notes  the  responses,  whether  aye 
or  no,  opposite  the  names  of  the  respective  members 
voting. 

A  vote  may  be  reconsidered,  modified  or  repealed, 
provided  the  rights  of  third  parties  will  not  be  affected 
thereby. 

The  books  and  records  of  a  corporation  determine 

who  are  its  stockholders.     The  party  who  appears  on 

the  books  of  the  corporation  to  be  the  owner  has  the 

right  to  vote  the   stock  which   stands  in  his  name, 

9 


122 


NEW   SECRETARY  S    MANUAL. 


although  the  same  may  have  been  sold  or  pledged  as 
collateral  security. 

The  evidence  of  being  a  stockholder,  to  be  pro- 
duced at  an  election,  comprises  the  stock  ledger  as 
well  as  the  certificate  book  and  transfer  book. 

Certificates  of  stock  owned  by  the  corporation,  and 
certificates  of  stock  illegally  issued,  can  not  be  voted 
by  any  one  person. 

Each  member  has  the  clear  right  to  cast  his  ballot 
as  he  pleases,  wisely  or  unwisely,  and  no  other  stock- 
holder can  control  his  conduct  or  gainsay  his  discretion. 
And  it  can  make  no  difference  if  several  stockholders 
uniformly  vote  together,  or  so  vote  in  obedience  to  a 
prior  agreement  that  they  will  do  so.  The  vote  when 
cast  is  but  the  expressed  wish  of  the  stockholder,  or  at 
least  must  be  so  regarded,  and  no  other  stockholder 
can  be  supposed  to  be  injured  thereby.  To  hold 
otherwise  would  be  to  abridge  the  voter's  right  to 
cast  his  ballot  as  he  pleases. 

AN   EXAMPLE   OF   CUMULATIVE  VOTING. 


STOCKHOLDERS 

Palin. 

Brown. 

Gunn. 

Smith. 

Stoll. 

Winters. 

Brown, 

550  shares. 

425 

425 

1,900 

Smith, 

5  shares. 

5 

5 

5 

5 

5 

Stoll, 

i,  480  shares 

1,480 

1,480 

1,480 

1,480 

1,480 

Palin, 

200  shares. 

100 

IOO 

6OO 

IOO 

IOO 

Winters, 

10  shares. 

10 

10 

IO 

IO 

IO 

Total.  .    .   . 

2,020 

2,020 

2,500 

1,595 

1,595 

1,495 

In  the  above  example,  there  are  five  directors  to  be 
elected,  and  six  candidates.    Two  of  the  stockholders, 


NEW   SECRETARY  S    MANUAL.  123 

Brown  and  Palin,  cumulate  their  votes,  Brown  dis- 
tributing his  votes  among  three  candidates  and  Palin 
among  four,  and  the  voting  results  in  the  election  of 
the  candidates  receiving  the  highest  number  of  votes, 
to  wit:  Palin,  Brown,  Gunn,  Smith,  and  Stoll. 

A  majority  of  the  directors  is  a  sufficient  number 
to  form  a  board  for  the  transaction  of  business,  and 
every  decision  of  a  majority  of  the  directors  forming 
such  board,  made  when  duly  assembled,  is  valid  as  a 
corporate  act.  The  directors  vote  orally  on  questions 
brought  before  them,  and  they  can  not  vote  by  proxy. 

KNOWLEDGE  IMPUTED  TO  DIRECTORS.    The  law 

imputes  to  directors  a  certain  knowledge  of  the 
affairs  of  the  corporation.  Thus,  in  California,  every 
director  is  deemed  to  possess  such  a  knowledge  of 
the  affairs  of  his  corporation  as  will  enable  him  to 
determine  whether  any  proceeding,  act  or  omission  of 
the  directors  is  in  violation  of  law,  and  if  he  is  present 
at  any  meeting  of  the  directors  at  which  any  such  act, 
proceeding  or  omission  occurs,  he  is  deemed  to  have 
concurred  therein  unless  he  at  the  time  causes,  or  in 
writing  requires,  his  dissent  therefrom  to  be  entered 
in  the  minutes  of  the  directors.  Although  not  present 
at  such  meeting,  a  director  is  deemed  to  have  con- 
curred therein  if  the  facts  constituting  such  violation 
appear  on  the  record  of  the  proceedings  of  the  Board, 
and  the  director  remains  a  director  for  six  months 
thereafter  and  within  that  time  does  not  cause,  or  in 
writing  require,  his  dissent  from  such  illegality  to  be 
entered  in  the  minutes  of  the  directors. 

QUORUM.  Where  the  by-laws  or  charter  is  silent 
on  the  subject,  a  majority  of  all  the  directors  of  the 
corporation  must  be  present  to  constitute  a  quorum 
for  the  transaction  of  business,  and  where  notice  has 


124         NEW  SECRETARY  S  MANUAL. 

been  given  to  all  of  the  directors,  a  majority  of  a 
quorum  may  act.  One  person  cannot  constitute  a 
quorum;  there  must  be  at  least  two  persons  to  con- 
stitute a  "meeting."  A  majority  of  a  committee  con- 
stitutes a  quorum. 

Where  a  committee  of  two  has  special  power,  con- 
ferred upon  them  by  resolution,  requiring  the  exercise 
of  judgment  and  discretion,  such  power  cannot  be  ex- 
ercised by  one  alone,  and  if  one  is  disqualified  from 
acting,  neither  can  act.1 

PRESIDING  OFFICER.    It  is  usually  the  duty  of  tl  c 

President  of  the  corporation  to  preside  at  all  meetings 
of  the  members,  or  of  the  stockholders,  and  of  the 
Board  of  Directors,  and  to  have  the  casting  vote. 

When  the  members  are  assembled,  the  President 
opens  the  meeting  by  calling  them  to  order  as  stock- 
holders or  members  of,  or  as  the  Board  of  Directors 
or  Board  of  Trustees  of  the  corporation — naming  it. 

He  then  requests  or  directs  the  Secretary  to  read 
the  minutes  of  the  preceding  meeting,  if  such  minutes 
are  to  be  read.  When  the  minutes  have  been  read, 
he  inquires  of  the  meeting  what  its  pleasure  is  with  re- 
gard to  them.  If  a  motion  be  made  that  the  minutes 
stand  approved  as  read,  and  the  motion  be  seconded, 
the  President,  in  submitting  the  question  to  the  meet- 
ing for  its  action,  says: — 

"It  has  been  moved  and  seconded  that  the  minutes 
stand  approved  as  read;  are  you  ready  for  the  ques- 
tion? All  in  favor  of  the  motion  signify  their  assent 

x  Nat.  Corp.   Rep. 


NEW  SECRETARY'S  MANUAL.  125 

by  saying  'aye."  (Here  the  "ayes"  are  heard.) 
"Contrary?"  inquires  the  President;  "Carried,"  or 
"Carried  unanimously." 

The  reading  and  approval  of  the  minutes  of  a  pre- 
ceding meeting  or  meetings  may,  by  unanimous  con- 
sent, be  deferred  to  a  subsequent  meeting. 

In  submitting  a  resolution  to  the  meeting  for  adop- 
tion, the  President  says: — "The  question  is  on  the 
adoption  of  the  resolution  just  read;  are  you  ready 
for  the  question  ?  All  in  favor  of  the  adoption  of  the 
resolution  will  say  aye;  contrary,  no.  The  motion  is 
carried,  and  the  resolution  is  adopted." 

At  an  election  for  directors  or  officers,  it  is  the  duty 
of  the  presiding  officer,-  after  the  tellers  have  announced 
the  result  of  their  canvass  of  the  election,  to  declare 
elected  the  persons  receiving  the  highest  number  of 
votes. 

RECORDING  OFFICER.  It  is  the  duty  of  the  Secre- 
tary to  attend  all  meetings  of  the  stockholders  and 
Board  of  Directors  and  to  keep  a  full  record  of  the 
proceedings  of  each  in  a  book  for  that  purpose. 
Such  record  should  embrace  statements  as  to  the  fol- 
lowing facts: 

I.  Kind  of  meeting. 

2  If  special,  its  object,  by  whom  authorized,  and  the  no- 
tice thereof  given. 

3.  Name  of  corporation. 

4.  Time  and  place  where  meeting  was  held. 

5.  The  names  of  the  presiding  and  recording  officers. 

6.  Who  were  present  and  who  were  absent. 

7.  Every  act  done  or  ordered  to  be  done. 

8.  And  if  any  stockholder,  member  or  director  so  request, 


126  NEW  SECRETARY'S  MANUAL. 

there  must  be  entered  at  large  on  the  minutes  the  time  when 
such  stockholder,  member  or  director  entered  the  meeting; 
the  time  when  he  obtained  leave  of  absence  therefrom ; 
the  protest  of  any  stockholder,  member  or  director  to  any 
action  or  proposed  action.  And  on  similar  request,  the  ayes 
and  noes  must  be  taken  on  any  proposition,  and  record 
thereof  made. 

WHAT  THE  RECORD  SHOULD  DISCLOSE.  The  Sec- 
retary's record  should  disclose  only  such  things  as  are 
formally  acted  upon  by  the  meeting.  Matters  which 
are  merely  proposed  and  discussed,  and  in  reference 
to  which  no  formal  action  is  taken,  should  be  omitted 
from  the  record.  In  the  event,  however,  that  the 
meeting  is  unable  to  arrive  at  a  decision  in  respect  to 
the  special  business  for  which  it  is  called,  owing  to  the 
opposition  or  obstruction  of  some  member,  or  if  there 
is  not  a  quorum  present,  the  record  should  disclose 
the  fact.  The  Secretary's  record  should  not  contain 
any  comment  or  criticism  as  to  anything  said  or  act 
done  at  the  meeting. 

ADJOURNMENT.  An  adjournment  is  where  the 
business  of  the  meeting  is  continued  from  one  day 
to  another  day.  A  recess  is  a  suspension  of  business 
for  a  certain  time  on  the  same  day.  If  it  is  desired 
to  adjourn  to  a  special  time,  this  should  be  fixed  by  a 
previous  motion,  as  the  motion  for  adjournment  is 
simply  to  adjourn. 

The  stockholders  or  Board  of  Directors  may  trans- 
act at  an  adjourned  meeting  any  business  which  could 
have  been  done  at  the  original  meeting.  When  a 


NEW  SECRETARY'S  MANUAL.  127 

motion  for  adjournment  is  made,  the  date  and  hour 
to  which  it  is  proposed  to  adjourn  should  be  clearly 
stated,  and  so  entered  in  the  minutes. 

ORDER  OF  BUSINESS.  In  meetings  of  stockholders 
or  directors,  the  following  is  the  usual 

ORDER   OF  BUSINESS. 

(1)  Calling  of  the  roll. 

(2)  Reading  minutes  of  previous  meeting, 

(3)  Reports  of  board  of  officers. 

(4)  Reports  of  standing  committees. 

(5)  Reports  of  special  committees. 

(6)  Unfinished  or  deferred  business. 

(7)  New  business. 

(8)  Adjournment. 

RULES  OF  ORDER.  The  Rules  of  Order  hereinafter 
given  will  no  doubt  be  found  more  suitable  and  useful 
for  members  of  city  councils  than  for  directors  of 
private  corporations. 

No.  24. — RULES  OF  ORDER  FOR  MUNICIPAL  COUNCILS. 

RULES  OF  PROCEEDINGS. 

1.  In  case  the  Chairman  does  not  attend,  the  Clerk,  on 

the  appearance  of members,  shall  call  the  board  to 

order,  when  a  chairman  pro  tern,  shall  be  appointed  by  the 
board  for  that  meeting,   or  until  the  appearance  of    the 
Chairman. 

2.  In  case  the  Clerk  shall  be  absent,  the  board  shall  ap- 
point a  Clerk  pro  tern. ,  provided  such  substitution  shall  not 
continue  beyond  the  day  on  which  it  was  made. 


128  NEW  SECRETARY'S  MANUAL. 

3.  Whenever  it  shall  be  moved  and  carried  that  the  board 
go  into  a  Committee  of  the  Whole,  the  Chairman  shall  leave 
the  chair  and  the  members  shall  appoint  a  Chairman  of  the 
Committee  of  the  Whole,  who  shall  report  the  proceedings 
of  the  Committee. 

4.  The  rules  of  the  board  shall  be  observed  in  the  Com- 
mittee of  the  Whole,  except  the  rules  regulating  a  call  for 
ayes  and  nays,  and  limiting  the  time  for  speaking. 

5.  On  motion,  in  committee,  to  rise  and  report  the  ques- 
tion, it  shall  be  decided  without  debate. 

6.  No  amendments  shall  be  allowed  in  the  board,  or  any 
question  which  has  been  decided  in  Committee  of  the  Whole, 
unless  by  consent  of  two-thirds  of  the  members  present. 

7.  The  Clerk  shall  make  a  list  of  the  ordinances,  reso- 
lutions or  reports  on  the  table,  which  shall  be  considered 
the  "  General  Orders  of  the  Day." 

THE  ORDER  OF  BUSINESS, 

Which  shall  not  be  departed  from,  except  by  the  consent  of 
members,  shall  be  as  follows: — 

(1)  Calling  the  roll. 

(2)  Reading  the  minutes  of  the  last  meeting. 

(3)  Presentation  of  petitions. 

(4)  Communications  and  reports  from  (city)  county  offi- 

cers. 

(5)  Reports  of  committees,  except  Finance  Committee. 

(6)  Disposition  of  street  work. 

(7)  Unfinished  business. 

(8)  Presentation  of  bills  and  accounts. 

(9)  Report  of  Finance  Committee. 

(10)  Ordinances,  motions,  or  resolutions, 
(n)  Special  orders  of  the  day. 
(12)  General  orders  of  the  day. 

8.  If  any  question  under  debate  contains  several  points, 
any  member  may  have  the  same  divided. 

9.  When  any  question  has  been  put  and  decided,  it  shall 
be  in  order  for  any  member  who  voted  in  the  majority 


NEW  SECRETARY'S  MANUAL.  129 

to  move  for  the  reconsideration  thereof ;  but  no  motion  for 
the  reconsideration  of  any  vote  shall  be  made  after  the 
ordinance,  resolution,  or  act,  shall  have  gone  out  of  the 
possession  of  the  board ;  and  no  notice  for  reconsideration 
shall  be  made  more  than  once  upon  the  same  question. 

10.  A  motion  to  refer  or  lay  on  the  table,  until  it  is  de- 
cided, shall  preclude  all  amendments  to  the  main  question. 

11.  It  shall  be  the  duty  of  the  Clerk  to  issue  such  certifi- 
cates as  may  be  directed  by  ordinances  or  resolutions,  and 
to  engross  all  ordinances,   resolutions,  or  acts,   requiring 
the  signature  of  the  Chairman,  to  the  end  that  they  may  be 
placed  on  file,  in  addition  to  the  records  required  to  be  kept 
by  the  act  creating  this  board. 

12.  All  accounts  and  bills  presented  shall  be  referred  to 
committees,  that  they  may  report  upon  the  same  before 
action  is  taken  by  the  board. 

13.  The  Chairman  shall  preserve  order  and  decorum,  and 
shall  decide  questions  of  order,  subject  to  an  appeal  to  the 
board. 

14.  Every  member,  previous  to  his  speaking,  shall  rise 
from  his  seat  and  address  himself  to  the  Chairman ;  and  no 
motion  shall  be  in  order  if  made  while  the  mover  is  seated 
or  out  of  his  place. 

15.  When  two  or  more  members  shall  rise  at   once,  the 
Chairman  shall  name  the  member  who  shall  speak  first. 

16.  No  member  shall  speak  more  than  twice  on  the  same 
question  without  leave  of  the  board,  nor  more  than  once 
until  every  member  choosing  to  speak  shall  have  spoken, 
nor  more  than   five  minutes,  except  by  permission   of  the 
Chairman. 

17.  No  question,  on  a  motion,  shall  be  debated  or  put, 
unless  the  same  be  seconded.     When  a  motion  is  seconded, 
it  shall  be  stated  by  the  Chairman  before  debate ;  and  every 
such  motion  shall  be  reduced   to   writing,  if  any  member 
desire  it. 


130  NEW  SECRETARY'S  MANUAL. 

18.  A  motion  having  been  stated  by  the  Chairman,  it  shall 
be  deemed  to  be  in  the  possession  of  the  board  ;    but  it  may 
be  withdrawn  any  time  before  decision  or  amendment,  with 
the  assent  of  the  second. 

19.  When  a  question  is  under  debate,  no  motion  shall  be 
received,  unless: — 

(1)  To  adjourn. 

(2)  To  lay  on  the  table. 

(3)  The  previous  question. 

(4)  To  postpone  to  a  day  certain. 

(5)  To  commit  or  amend. 

(6)  To  postpone  indefinitely. 

Which  several  motions  shall  have  precedence  in  the  order 
in  which  they  are  arranged. 

20.  A  motion  to  adjourn  and  a  motion  to  fix  the  time  of 
adjournment  shall  be  decided  without  debate. 

21.  The  previous  question,  until  decided,  shall  preclude 
all  amendments  and  debate  to  the  main  question,  and  shall 
be  put  in  the  form,  "Shall  the  main  question  be  now  put?" 

22.  Every  member  who  shall  be  present  when  a  question 
is  put,  shall  vote  for  or  against  the  same,  unless  the  board 
shall  excuse  him,  or  unless  he  be  immediately  interested  in 
the  question,  in  which  case  he  shall  not  vote  ;  but  no  mem- 
ber shall  be  permitted  to  vote  upon  a  division  when  a  divi- 
sion is  called,  unless  present  when  his  name  is  called  in  the 
regular  order. 

23.  A  member  called  to  order  shall  immediately  take  his 
seat,  unless  permitted  to  explain,  and  the  board  if  appealed 
to  shall  decide  on  the  case,  but  without  debate.     If  there  be 
no  appeal,  the  decision  of  the  Chair  shall  be  submitted  to. 

24.  Upon  the  decision  of  the  board,  the  names  of  those 
who  voted   for  and  those  who  voted  against  the  question 
shall   be  entered  upon  the  minutes,  not  only  in  the  cases 
required  by  law,  but  when  any  member  may  require  it ;  and 


NEW  SECRETARY'S  MANUAL.  131 

in  all  appropriations  of  public  moneys,  the  ayes  and  nays 
shall  be  called  by  the  Clerk  and  recorded. 

25.  All  appointments  of  officers  shall  be  by  ballot,  unless 
dispensed  with  by  the  unanimous  consent  of  the  board,  and 
a  majority  of  all  the  members  of  the  board  shall  be  necessary 
to  a  choice. 

26.  No  member  shall  leave  the  board  during  its  session 
without  permission  from  the  Chairman. 

27.  All  Committees  shall    be  appointed    by  the  board, 
unless  otherwise  ordered.     Committees  appointed  to  report 
on  any  subject  referred  to  them  by  the  board,  shall  report  a 
statement  of  facts,  and  also  their  opinion  thereon,  in  writing; 
and  no  reports  shall  be  received  unless  the  same  be  signed 
by  a  majority  of  the  committee. 

28.  Every  remonstrance,  or  other  written  application  in- 
tended to  be  presented  to  the  board,  must  be  delivered  to 
the  Chairman,  or  any  member,  not  later  than  12  o'clock  on 
the  day  on  which  the  Supervisors  convene,  except  on  extraor- 
dinary occasions,  and  the  Chairman  or  member  to  whom 
it  shall  be  given  shall  examine  the  same  and  endorse  thereon 
the  name  of  the  applicant,  and  the  substance  of  the  applica- 
tion, and  sign  his  name  thereto,  and  deposit  the  same  in  the 
office  of  the  Clerk  of  the  board,  so  that  the  members  may 
examine  the  same  before  meeting ;  only  the  endorsement  of 
such  remonstrance  or  application  shall  be  read  by  the  Clerk, 
unless  a  member  shall  require  the  reading  of  the  paper,  in 
which  case  the  whole  shall  be  read. 

29.  The  members  of  the  board  shall  not  leave  their  places 
on  adjournment  until  the  Chairman  leaves  the  chair. 

30.  Members,  in  speaking  of  each  other,  shall  designate 
them  by  the  number  of  their  respective  ward . 

31.  members  shall  constitute  a  quorum  to  trans- 
act business,  and   no.  regulation,  resolution,  ordinance,  or 
order  of  the  board  shall  pass  without  the  concurrence  of  at 


132  NEW  SECRETARY'S  MANUAL. 

least  that  number  of  members  ;   but  a  smaller  number  may 
adjourn  from  day  to  day. 

32.  Should  there  arise  any  questions  or  points  of  order  not 
embraced  in  the  Rules,  the  board  shall  be  governed  by  the 
rules  of  the  Senate  and  the  authorities  set  forth  in  Cushing's 
Manual. 

33.  Every  ordinance  shall  embrace  but  one  subject,  and 
the  same  shall  be  expressed  in  its  title. 

34.  Two-thirds  of  the  members   of  the  board   shall  be 
required  to  alter,  suspend  or  repeal  any  of  the  foregoing 
Rules. 

MISCELLANEOUS  MINUTE-BOOK  ENTRIES. 
No.  25.    MINUTES  OF  ANNUAL  MEETING. 

FOURTH  ANNUAL  MEETING 

OF  THE  STOCKHOLDERS  OF  THE 

Victor  Coal  Company. 

The  regular  annual  meeting  of  the  stockholders  of  the 
Victor  Coal  Company  was  held  at  the  office  of  said  corpora- 
tion at  Elsinore,  San  Diego  County,  California,  on  Tues- 
day, October  $th,  1894,  at  the  hour  of  one  o'clock  p.  M., 
pursuant  to  notice  of  said  meeting,  given  by  publication 
in  the  Elsinore  Eagle,  a  weekly  newspaper  of  general  cir- 
culation, published  at  said  town  of  Elsinore,  for  at  least 
two  weeks  previous  to  said  meeting,  and  by  service  of  copy 
of  such  notice  upon  each  stockholder  of  the  corporation  at 
his  last  known  post-office  address,  at  least  two  weeks  pre- 
vious to  said  meeting,  said  notice  being  in  the  words  and 
figures  following: — 

(Notice.) 

The  meeting  was  called  to  order  and  presided  over  by 
Mr.  John  Doyle,  President  of  the  Company,  the  Secretary 


NEW  SECRETARY'S  MANUAL.  133 

of  the  Company,  Mr.  Stephen  Jones,  being  present  and  act- 
ing as  Secretary  of  the  meeting. 

There  were  present  in  person  at  said  meeting  the  follow- 
ing named  stockholders  of  said  corporation: — 

John  Doyle,  holding  100  shares,  etc. 

There  were  present  at  said  meeting  by  proxy  the  following 
stockholders  of  said  corporation: — 

Coldwater  Prospecting  Co.,  a  corporation,  represented  by 
Mr.  John  Doyle,  who  held  the  proxy  in  writing  of  said  Cold- 
water  Prospecting  Company,  for  50  shares  of  the  capital 
stock  of  this  corporation,  etc. 

There  were  absent  from  said  meeting  the  following  named 
stockholders  of  said  corporation: — 
—  holding  —  shares. 

On  motion,  Messrs.  Brown  and  Hatcher  were  appointed 
a  Committee  to  examine  and  pass  upon  the  validity  of  the 
proxies  aforesaid,  and  said  Committee,  after  such  examina- 
tion, reported  said  proxies  to  be  valid  and  sufficient  in  all 
respects  to  confer  the  requisite  authority  upon  the  holders 
thereof. 

On  motion,  the  report  of  said  Committee  on  proxies  was 
duly  accepted. 

The  Secretary  stated  that  he  had  served  notice  of  the 
meeting  upon  all  of  the  stockholders  of  the  corporation,  and 
had  caused  said  notice  to  be  published  in  the  Elsinore  Eagle, 
and  in  proof  of  such  publication  offered  the  affidavit  of 
Hiram  Hilgard,  the  publisher  of  said  newspaper;  and,  on 
motion,  said  affidavit  was  ordered  filed  in  the  office  of  the 
corporation. 

The  President  then  stated  that  as  the  notice  appeared  to 
have  been  properly  given,  and  as  more  than  a  majority  of 
the  capital  stock  was  present  and  represented,  the  meeting 
was  competent  to  proceed  with  the  transaction  of  business. 

The  Secretary  read  the  minutes  of  the  preceding  annual 
meeting,  held  on  October  jd,  fSoj,  as  the  same  are  recorded 
on  pages  159-163  of  this  journal,  and  said  minutes,  on 
motion,  were  duly  approved  as  read. 


134  NEW    SECRETARY  S    MANUAL. 

On  motion,  the  Annual  Report  of  the  Board  of  Directors, 
the  same  being  indorsed  "Annual  Statement,  Victor  Coal 
Co.,  September  3oth,  1894,"  was  presented,  read,  approved, 
and  ordered  filed. 

On  motion,  the  meeting  duly  passed  and  adopted  the  fol- 
lowing resolution:  (No.  50,  modified,  however,  where  the 
directors  aud  officers  have  been  elected  annually.} 

On  motion  the  stockholders  proceeded  to  elect  a  Board  of 
five  Directors  to  serve  for  the  ensuing  year. 

On  motion,  the  Chairman  appointed  Messrs.  Hatcher  and 
Brown  tellers  to  receive  and  count  the  ballots  and  votes  to 
be  cast  for  the  directors. 

The  election  then  took  place,  the  ballots  having  thereon 
the  names  of  the  persons  selected  by  the  voter,  the  number 
of  votes  cast  for  each  of  said  persons,  and  the  number  of 
shares  voted  thereby. 

The  tellers  received  and  counted  the  ballots  and  votes  and 
announced  that  there  were  487  shares  in  all  voted,  and  that 
John  Doyle,  Eben  Elliott,  Stephen  Jones,  R.  F.  Hatcher  and 
W.  L.  Brown  had  each  received  the  requisite  number  of  votes, 
and  the  Chairman  thereupon  declared  said  persons  to  be  the 
duly  elected  Board  of  Directors  of  this  corporation  to  serve 
for  the  ensuing  year,  and  until  their  successors  are  elected 
and  qualified. 

Each  of  said  Directors  thereupon  accepted  his  office. 

On  motion,  the  meeting  adjourned. 

John  Doyle, 

Attest:  Stephen  Jones,  President. 

Secretary. 

No.  26.— SPECIAL  MEETING  OF  STOCKHOLDERS  FOR 
CREATION  OF  BONDED  INDEBTEDNESS. 

A  special  meeting  of  the  stockholders  of  the Com- 
pany was  held  at  the  office  of  said  corporation,  in  room  No. 

—  of  the  Block,  at  -,  County, 

(the  same  being  the  building  where  the  Board  of  Directors 


NEW   SECRETARY  S    MANUAL.  135 

of  said  corporation  usually  meet),  on ,  the day  ol 

,  189-,  in  accordance  with  the  order  of  the  Board  of 

Directors  calling  said  meeting,  and  the  notice  thereof  given, 
which  notice  is  in  the  words  and  figures  following,  to  wit: 
(Copy  of  Notice.) 

On  motion, was  elected  Chairman,  and was 

elected  Secretary  of  the  meeting. 

There  were  present  and  acting  at  said  meeting  the  following 
stockholders  of  said  corporation,  holding  or  representing 
the  number  of  shares  of  the  capital  stock  of  said  corpora- 
tion set  opposite  their  respective  names,  to  wit: 


NAMES  OF   STOCKHOLDERS. 


NUMBER  OP  SHARKS. 


The  Secretary  exhibited  and  read  to  the  meeting  the  proof 
of  legal  service  of  the  foregoing  notice  upon  each  stockholder 
of  the  corporation.  Such  proof  is  in  the  words  and  figures 
following,  to  wit: 

(Affidavit  of  the  Secretary  of  the  Company  as  to  service 
of  notice.) 

The  Secretary  also  read  the  affidavit  of ,  publisher 

of  the  ,  a  secular  newspaper  of  general  circulation, 

printed  and  published  in  said  county,  showing  that  said 
notice  had  been  published  weekly  for  ten  weeks  consecutively 

in  said  ,  of  which  affidavit  the  following  is  a  true 

copy: 

(Affidavit  of  Publisher.) 

The  Chairman  thereupon  declared  that  the  notice  of  said 
meeting  had  been  given  in  accordance  with  the  requirements 
of  the  statute,  and  that  more  than  two-thirds  of  the  capital 
stock  of  said  corporation  was  present  or  represented  at  the 
meeting,  and  that  the  meeting  was  competent  to  proceed 
with  the  transaction  of  the  business  for  which  it  had  been 
called. 


136  NEW  SECRETARY'S  MANUAL. 

On  motion,  the  Chairman  caused  to  be  read  the  resolution 
of  the  Board  of  Directors  calling  the  meeting,  said  resolu- 
tion being  as>  follows: 

(Copj(Copy  of  Directors'  resolution. )o.  39.) 

Thereupon   Mr.  offered  the  following  resolution, 

and  moved  its  adoption  upon  roll  call: 

(Copy  of  Stockholders'  resolution,) 

Upon  calling  the  roll,  the  foregoing  resolution  was  adopted 
by  the  following  vote: 


NAMES  OF  STOCKHOLDERS. 


NUMBER   OP   SHARES. 


• voting 

The  Chairman  then  declared  that  said  resolution,  having 

been  voted  for  by  stockholders  representing shares, 

the  same  being  more  than  two-thirds  of  the  entire  number 

of  shares  of  the  capital  stock  of  said Company,  had 

been  duly  and  legally  adopted,  and  that  a  bonded  indebted- 
ness of  said Company,  to  the  amount  of dol- 
lars, had  been  and  was  thereby  created,  under  the  terms 
expressed  in  said  resolution. 

There  being  no  further  business  to  be  transacted,  the 
meeting,  on  motion,  adj  ourned. 

Chairman. 
Attest: 


Secretary. 

No.  27.— GENERAL  MINUTE  BOOK  ENTRIES.  ;IES. 

INTRODUCTORY  WORDS. 

DIRECTORS'  MEETING. 

A  regular  meeting  of  the  Victor  Coal  Company  was  held 
at  the  office  of  the  company,  at  Elsinore,  Cal.,  on 

Tuesday,  August  ^th,  t888, 
»t  one  o'clock  P.  M. 


NEW  SECRETARY'S  MANUAL.  137 

Pursuant  to  adjournment/row  Tuesday,  April  wth,  1892, 
an  adjourned  regular  meeting  of  the  Board  of  Directors 
of  the  Victor  Coal  Company  was  held  at  the  office  of  the  cor- 
poration, Room  No.  4,  of  the  Brunswick  Block,  in  the  town 
of  Elsinore,  California, 

on  Tuesday,  April  i-jlh,  i8g2t 
at  the  hour  of  one  o'clock  p.  M. 


At  the  adjourned  hour,  to  wit,  at  1 130  p.  M.,  on  Wednesday f 
January  ijth,  1887,  all  of  the  members  of  the  Board  who 
were  present  at  the  morning  session  of  the  meeting,  again 
assembled  at  the  office  of  the  corporation,  at . 


CONSENT  TO  HOLDING  MEETING. 

KNOW  ALL  MEN  BY  THESE  PRESENTS: — that  we,  the  un- 
dersigned, being  and  constituting  all  of  the  holders  of  the 
entire  capital  stock  of  the  Victor  Coal  Company,  and  being 
now  all  present  in  person  at  the  office  of  said  corporation, 
at  Room  No.  4.  of  the  Brunswick  Block,  in  Elsinore,  Calijornia, 
at  the  hour  of  one  o'clock  p.  M.,  on  Thursday,  thejr/A  day  of 
May,  1802,  hereby  waive  the  issuance  and  service  .of  notice, 
and  hereby  consent  that  a  meeting  of  said  stockholders  shall 
be  held  immediately,  at  the  place  aforesaid,  and  that  all  of 
the  proceedings  had  and  done  thereat  shall  be  as  valid  as  if 
had  at  a  meeting  otherwise  legally  called  and  noticed. 

Witness  our  hands  and  seals  this  5th  day  of  May,  1892. 

(Signatures.) 

In  pursuance  of  the  foregoing  written  consent,  a  meeting 
of  all  of  the  stockholders  ot  this  corporation  was  held  at 
the  office,  etc. 


STOCKHOLDERS'  MEETING. 
A  special  meeting  of  the  stockholders  of  the  Vittor  Coal 

JO 


138  NEW  SECRETARY'S  MANUAL. 

Company  was  held  at  the  office  of  the  corporation,  at  Elsi- 
nort,  San  Diego  County,  California,  on 

Wednesday,  April  ifth,  1887, 

at  one  o'clock  p.  M.,  pursuant  to  the  call  of  the  Board  of  Di- 
rectors made  on  March  zqth,  1887,  and  notice  thereof  given 
on  March  joth,  1887,  as  provided  in  the  by-laws,  viz.,  by  per- 
sonal service  of  such  notice  upon  each  and  all  of  the  stock- 
holders, the  acceptance  thereof  by  each  and  all  of  the  stock- 
holders being  filed  with  the  Secretary;  said  notice  and  the 
acceptance  thereof  being  in  the  words  and  figures  following, 
to  wit:  (See  No.  80.) 


ANNUAL  MEETING. 

The  regular  annual  meeting  of  the  stockholders  of  the 
Victor  Coal  Company  was  held  at  the  office  of  the  said  corpo- 
ration, Koom  No.  4  of  the  Brunswick  Block,  in  the  town  of  El- 
sinore,  Cal.,  on  Tuesday,  the  ijth  day  of  October,  1892,  at  the 
hour  of  two  o'clock  p.  M.,  notice  of  said  meeting  having  been 
given  by  publication  thereof  in  the  Elsinore  Eagle,  a  secular 
newspaper  published  weekly  at  the  principal  place  of  busi- 
ness of  said  corporation,  and  by  personal  service  of  printed 
copy  of  such  notice  upon  each  and  all  of  said  stockholders; 
said  notice  is  in  the  words  and  figures  folio  wing:  (See.  No. 
81). 

PRESENT  AND  ABSENT. 

There  were  present  and  acting  at  said  meeting  the  follow- 
ing named  directors  of  the  corporation: 
(Names.) 

There  was  absent  from  said  meeting of  said  Di- 
rectors, viz.,: . 

(Names.) 


Directors  present  Directors  absent 

(Names.)  (Names.) 


NEW    SECRETARY  S    MANUAL.  139 

At  said  annual  meeting,  there  were  present  in  person  the 
following  stockholders  of  this  corporation,  namely: 

,  owning  and  holding  in  his  own  name  on  the 

stock  book  of  this  corporation  five  shares  of  its  capital 
stock. 

,  owning  and  holding  in  his  own  name,  as  Trus- 
tee, on  the  stock  books  of  this  corporation,  five  shares  of  its 
capital  stcck. 

There  were  also  present  at  said  meeting  by  proxy  the  fol- 
lowing stockholders  of  this  corporation,  namely: 

,  represented  by ,  holding  the  proxy 

in  writing  of  said , which  proxy  was  for shares  of 

the  capital  stock  of  this  corporation,  then  owned  and  held 

by  said ,  in  his  own  name  on  the  stock  books  of 

this  corporation.  (Repeat  for  each  proxy.) 

Each  of  said  stockholders  so  present  and  acting  at  said 
meeting,  in  person  or  by  proxy  as  aforesaid,  were  bona  fidt 
stockholders  of  this  corporation,  having  stock  in  his  own 
name,  or  in  its  name  individually,  or  as  trustee,  as  aforesaid, 
on  the  stock  books  of  this  corporation  for  more  than  ten 

days  prior  to  the day  of ,  189-,  the  date  of  said 

meeting.  (Balance  similar  to  form  No.  14.) 


PRESIDING  AND  RECORDING  OFFICER. 

The  meeting  was  called  to  order  and  presided  over  by  the 

President, ,  the  Secretary, ,  being  present  and 

acting  in  his  official  capacity. 

READING  AND  APPROVAL  OF  MINUTES. 

The  minutes  of  the  preceding  meeting,  held  on  , 

were  read  by  the  Secretary,  and,  on  motion,  approved. 

The  minutes  of  the  meetings  of  this  Board  held  on , 

as  the  same  are  recorded  in  this  record,  on  pages to 

,  were  read  by  the  Secretary,  and  on  motion  it  was 

unanimously 


140  NEW  SECRETARY'S  MANUAL. 

Resolved,  That  said  minutes  contain  a  full,  true  and  cor- 
rect record  and  transcript  of  all  and  singular  the  acts  and 
doings  of  said  last-named  meeting,  and  the  said  minutes  are 
hereby  in  all  respects  ratified  and  approved. 


The  reading  of  the  minutes  of  the  preceding  meeting  was, 
by  unanimous  consent,  dispensed  with. 

PROXY  EXAMINED  AND  APPROVED. 

On  motion,  duly  made  and  carried, were  appointed  a 

committee  to  examine  and  decide  upon  the  validity  of  the 

proxy  in  writing  of to ,  and  the  said  committee  re 

ported  that  the  said  proxy  was  valid  and  sufficient  in  all 
respects  to  confer  the  requisite  authority. 

OBJECTS  OF  THE  MEETING. 

The  President  stated  in  detail  the  purposes  for  which  the 
meeting  had  been  called,  and  then,  on  motion,  the  stock- 
holders proceeded  to  consider  the  proposition  made  by  the 
Board  of  Directors  in  the  said  call  and  notice,  to  wit: . 

COMPENSATION  OF  OFFICERS. 

On  motion,  the  compensation  of  the  Secretary  was,  by  a 
unanimous  vote,  fixed  at  one  hundred  dollars  per  month  for 
the  ensuing  year. 

On  motion,  it  was  unanimously  voted  that  no  salary  at- 
tach to  the  office  of  Vice  President,  the  compensation  for 
any  special  services  rendered  by  that  officer  to  be  deter- 
mined by  the  Board. 

RESIGNATION  OF  DIRECTOR. 

IV.  L.  Brown,  being  present  in  person  at  said  meeting, 
resigned  his  office  as  such  Director,  and  filed  with  the  Sec- 
retary his  written  resignation  in  the  words  and  figures  fol- 
lowing: 


NEW  SECRETARY'S  MANUAL.  141 

"ELSINORE,  Cal,,  July  9,  1891. 

"To  Stephen  Jones,  Esq.,  Secretary  Victor  Coed  Company, Elsinore, 
Cal. 

"SiR:  I  hereby  resign  my  office  as  a  Director  of  the 
Victor  Coal  Company,  such  resignation  to  take  effect  as  soon 
as  my  successor  shall  be  elected  or  appointed. 

(Signed)          "  W.  L.  Brovm." 

On  motion,  it  was  unanimously 

Resolved,  That  the  said  resignation  of  IV.  L.  Rrown  as  a 
Director  of  this  corporation  be  and  the  same  is  hereby  ac- 
cepted. 

APPOINTMENT  OF  DIRECTOR  TO  FILL  VACANCY. 

On  motion,  it  was  unanimously 

Resolved,  That  Jason  Drake  be,  and  he  is  hereby  ap- 
pointed a  Director  of  this  corporation,  to  serve  until  the 
annual  election  of  Directors,  and  until  his  successor  shall  be 
elected,  to  fill  the  vacancy  caused  by  the  resignation  of  W. 
L.  Brown  as  aforesaid. 

Saidjason  Drake  being  present  at  the  meeting,  thereupon 
accepted  his  said  election  and  appointment,  and  thereafter 
acted  as  Director  of  this  corporation  at  said  meeting,  and 
participated  in  all  and  singular  the  proceedings  had,  and 
voted  upon  all  and  singular  the  resolutions  offered  thereat. 

NOTIFICATION  TO  DIRECTORS  OF  THEIR  ELECTION. 

On  motion,  the  Secretary  was  instructed  to  notify  the 
Directors  elected  at  this  meeting  of  their  election  as  Direc- 
tors of  this  corporation,  and  request  them  to  file  with  the 
Secretary  their  acceptance  of  office. 

ACCEPTANCE  OF  OFFICB. 
(Salutation.)  (Date.) 

"  I  acknowledge  receipt  of  notification  of  my  election  as 
a  Director  of  the  Victor  Coal  Company,  to  serve  for  the  year 
commencing  June  12,  1892,  and  I  hereby  accept  said  office, 


142  NEW  SECRETARY'S  MANUAL. 

and  will,  so  far  as  the  duty  devolves  on  me,  honestly  and 
diligently  administer  the  affairs  of  said  corporation." 

(Signature.) 
CALL  AND  NOTICE  OF  SPECIAL  MEETING. 

On  the  —  day  of ,  four  Directors  of  this  corporation 

addressed  a  request  in  writing  to ,  President  of  this  cor- 
poration, to  call  a  special  meeting  of  the  Board  of  Directors, 
which  said  request  is  now  on  file  in  the  office  of  this  cor- 
poration, and  is  in  the  words  and  figures  following: 
(Salutation.)  (Date.) 

"You  will  please  call  a  meeting  of  the  Board  of  Directors 

of  the ,  to  be  held  at  the  office  of  said  corporation  on 

."  (Signatures  ) 

In  compliance  with  the  above  request,  the  President  of 
this  corporation  duly  executed  and  delivered  to  the  Sec- 
retary an  order  in  writing,  instructing  the  Secretary  to  call 
a  special  meeting  of  said  Board  of  Directors  to  be  held  at 
the  time  and  place  hereinbefore  mentioned.  Said  order  is 
now  on  file  with  the  Secretary  of  this  corporation,  and  is  in 
the  words  and  figures  following: 
(Salutation.)  (Date.) 

"I  have  been  requested  by  four  of  the  Directors  of  the 

to  call  a  meeting  of  the  Board  of  Directors  of 

said  corporation  to  be  held  (here  give  day,  date  and  hour), 
and  you  will  please  execute  and  deliver  to  each  of  the  Di- 
rectors of  said  corporation  the  usual  and  proper  notice  of 
such  meeting."  (President.) 

In  pursuance  of  said  written  order,  the  Secretary  of  this 

corporation,  on  the  —  day  of ,  did  personally  serve 

upon,  deliver  to  or  leave  with  each  of  the  Directors  of  this 
corporation,  or  personally  did  deposit  in  and  register  at  the 

post  office  at undercover,  postage  prepaid,  addressed 

to  the  last  known  address  of  such  of  said  Directors  on  whom 
he  was  unable  to  serve  notice  personally,  a  written  notice, 
in  the  words  and  figures  following: 


NEW  SECRETARY'S  MANUAL.  143 

(Salutation.)  (Date.) 

"You  will  please  take  notice  that  a  special  meeting  of  the 

Board  of  Directors  of  the will  be  held  at  the  office  of 

the  corporation  at  (give  day,  date  and  hour,  as  above). 
"By  order  of  the  President," 

(Secretary.) 

Pursuant  to  the  foregoing  call,  order  and  notice,  the  Board 
of  Directors  of  this  corporation  duly  assembled  and  held  a 
meeting  at  the  time  and  place  hereinbefore  designated,  to 
wit,  on . 


It  appearing  that  the  notice  of  this  meeting  had  been 
given  by  publication  for  the  requisite  length  of  time,  the 
stockholders  proceeded  to  consider  the  proposition,  and 

the  following  resolutions,  offered  by and  seconded  by 

,  were,  by  a  unanimous  vote,  duly  adopted,  viz.: 

ADOPTION  OF  RESOLUTIONS. 

On  motion  it  was  unanimously 
Resolved,  etc. 


On  motion,  the  Board  duly  passed  and  adopted  a  resolu- 
tion in  the  words  and  figures  following: 


The  foregoing  resolution  was  duly  adopted  and  passed  by 
the  unanimous  vote  of  the  entire  Board  of  Directors,  each 
and  all  of  said  five  Directors  voting  for  and  in  lavor  of  said 
resolution. 


The  motion  for  the  adoption  of  the  foregoing  resolution 
having  been  duly  made  and  seconded,  the  resolution  was 


144  NEW  SECRETARY'S  MANUAL. 

unanimously  adopted  by  a  vote  taken  upon  roll  call,  as  fo» 
lows. 

•  voting shares. 


The  President  asked  leave  to  vacate  the  chair  for  the  pur- 
pose of  offering  a  resolution,  and,  at  his  request,  Mr. 

took  the  chair  and  presided,  whereupon  the  President 
offered  the  following  resolution: 

The  President  then  resumed  the  chair,  and  thereafter 
continued  to  preside  until  the  close  of  the  meeting. 

ADJOURNMENT. 

On  motion,  the  meeting  adjourned. 


Owing  to  there  not  being  a  quorum  present,  the  meeting 
was  declared  adjourned. 

On  motion,  the  meeting  adjourned  to  meet  at  the  office  of 
the  company,  on  (give  day,  date,  and  hour). 

A  majority  of  the  stockholders  not  being  present,  the 
eeting  was  adjourned  to  meet  at  the  office  of  the  corpora- 

"\«  rm  ______ 


meeting  was 
tion  on 


NEW  SECRETARY'S  MANUAL.  145 


RESOLUTIONS. 

A  resolution  is  a  formal  proposition,  usually  set 
forth  in  writing,  brought  before  a  corporate  body  or 
an  association  of  individuals  for  discussion,  decision 
and  adoption  by  vote. 

Resolutions  may  be  classified  under  the  following 
heads:  Authorization — Clothing  an  agent  or  agents 
with  specific  authority;  Declaration — A  formal  ex- 
pression of  a  distinct  statement ;  Ratification — The 
approval  and  adoption  of  the  unauthorized  act  of  an 
agent. 

The  best  practice  is  to  put  in  writing  all  important 
resolutions  before  the  same  are  offered  for  adoption. 
The  record  of  the  motion  for  the  adoption  of  a  resolu- 
tion should  state,  in  the  majority  of  cases,  the  names 
of  the  movers  for  adoption,  so  that  the  record  may  bear 
evidence  as  to  who  were  advocating  a  certain  course 
of  action. 

Resolutions  to  be  adopted  by  the  stockholders  are 
designated  by  (S),  and  those  to  be  adopted  by  the  di- 
rectors are  designated  by  (D). 

AUTHORIZATION. 
No.  28.— To  CONSOLIDATE  PROPERTIES.  (S) 

Whereas,  The  purposes,  business  and  operations  of  the 
corporations  known  as  the  Bon  Ton  Mining  Company  and 


146  NEW  SECRETARY'S  MANUAL. 

the  Clearwater  Prospecting  Company  are  closely  allied  and 
connected ; 

And  Whereas,  The  true  interests  of  this  corporation  (the 
Bon  Ton  Mining  Company')  and  of  its  stockholders,  and  of 
every  person  interested  in  or  affected  thereby,  will  be 
largely  promoted  and  greater  economy  and  efficiency  be 
secured  in  concentrating  the  properties,  active  operations 
and  business  of  the  corporations  aforesaid  ; 

And  Whereas,  The  proportion  allotted  to  this  corporation 
in  accomplishing  this  arrangement  is  fair  and  just  to  it 
and  to  its  stockholders  ; 

Now,  Therefore,  and  for  other  similar  reasons : 

Resolved,  That  the  Board  of  Directors  of  this  corporation 
be  and  they  are  hereby  specially  authorized  and  empow- 
ered to  sell,  convey,  and  cause  to  be  conveyed,  assigned, 
transferred  and  set  over,  in  due  form  of  law,  to  the  Clear, 
water  Prospecting  Company,  its  successors  and  assigns,  the 
following  described  real  estate  (or  "personal  property"  or 
"leases")  of  the  said  Bon  Ton  Mining  Company; 
(Description  here  ) 

Also  Resolved,  That  the  stockholders  of  this  corpora- 
tion hereby  consent  to  each  and  all  of  the  matters  herein- 
above  set  forth,  and  hereby  ratify  and  confirm  the  same, 
and  whatsoever  said  Board  of  Directors  shall  lawfully  do 
in  the  premises.  (See  also  Form  No.  55.) 

No.  29.— To  TRANSFER  PROPERTY.    (D) 

Resolved,  By  the  Board  of  Directors  of  the  Victor  Coal 
Company,  that  the  President  and  Secretary  of  this  corporation 
be  and  they  are  hereby  authorized  and  directed,  in  the  name, 
under  the  seal  and  on  behalf  of  this  corporation,  to  convey, 
assign,  transfer  and  set  over  unto  Hugo  Holmes,  his  heirs  or 
assigns,  the  real  estate,  easements,  rights  and  other  prop- 
erty hereinafter  described,  and  their  appurtenances,  and  to 
perform  any  and  all  acts  and  execute  all  papers,  or  cause 
the  same  to  be  done,  which  are  or  may  be  necessary  or 


NEW  SECRETARY'S  MANUAL.  147 

proper  to  fully  carry  out  and  complete  such  transfer ;  said 
real  estate  and  other  property  of  said  Victor  Coal  Company,  to 
be  conveyed  and  transferred  as  aforesaid  to  the  said  Hugo 
Holmes,  are  described  as  follows,  to  wit : 
(Here  give  description.) 

No.  3o.— To  ACCEPT  PAYMENT  FOR  PROPERTY.    (S) 

Resolved,  That  the  Board  of  Directors  of  this  corporation 
be  and  they  are  hereby  authorized,  empowered  and  directed 
to  take  and  receive  from  the  Cleat-wafer  Prospecting  Company, 
in  consideration  of  and  payment  for  the  sale,  conveyance  and 
transfer  recited  in  the  foregoing  resolution,  eight  hundred 
shares  of  the  capital  stock  of  the  Clearwater  Prospecting  Com- 
pany, to  be  issued  to  and  in  the  name  of  the  Bon  Ton  Mining 
Company  and  delivered  to  it  upon  the  execution  and  delivery 
of  the  conveyances,  transfers  and  assignments  aforesaid,  it 
being  understood  that  the  entire  capital  stock  of  the  Clear- 
\nattr  Prospecting  Company  consists  of  2,500  shares  of  the  par 
value  of  one  hundred  dollars  each. 

No.  31.— To  SELL  LANDS  AND  WATER  RIGHTS.    (D) 

Resolved,  That  the  President  and  Secretary  of  this  cor- 
poration, the  Delta  Land  and  Water  Company,  be  and  they  are 
hereby  authorized  and  empowered  to  sell  the  lands  of  this 
corporation  in  such  parcels,  and  for  such  prices,  and  upon 
such  terms  as  they  may  deem  proper ;  and  with  the  lands  so 
sold,  to  sell  such  undivided  interest  in  the  waters  of  this  cor- 
poration, developed  and  undeveloped,  as  they  may  deem 
proper;  and  to  execute  and  deliver  to  the  respective  pur- 
chasers, in  the  name  and  under  the  corporate  seal  of  this 
corporation,  all  necessary  and  proper  contracts,  bonds  and 
deeds  of  conveyance  for  the  lands  and  waters  so  sold,  and 
with  such  conditions  as  said  President  and  Secretary  may 
deem  proper. 

No.  32.— To  RECONVEY  PROPERTY.    (D) 

Whereas,  The ,  a  corporation  duly  organized 


148  NEW  SECRETARY'S  MANUAL. 

and  existing  under  the  laws  of  the  State  of  California,  made, 
executed,  acknowledged  and  delivered  to  this  corporation  a 
deed  of  trust  to  secure  the  payment  of  five  hundred  certain 
bonds  by  it  issued,  numbered  consecutively  from  one  to  five 
hundred,  both  inclusive,  each  of  said  bonds  being  for  tha 
sum  of  five  hundred  dollars,  with  interest  as  therein  speci- 
fied, all  of  which  fully  appears  from  said  deed  of  trust, 
which  has  been  recorded  in  the  office  of  the  County  Re- 
corder of  San  Diego  County,  California,  in  Book  2  of  Deeds, 
at  page  123  thereof,  by  which  deed  of  trust  there  was  con- 
veyed to  this  corporation  the  following  described  property, 
to  wit: 

(Here  give  description  of  property.) 

And  Whereas,  The  bonds  mentioned  in  said  deed  of  trust 

were  duly  signed  by  said ,  and  certified  by 

this  corporation,  but  have  never  been  put  into  circulation 

nor  negotiated  by   said ,  and  have  remained 

in  its  possession,  and  were  this  day  produced,  and  in 
the  presence  of  the  Secretary  of  this  company  and  in  the 

presence  of  the  Secretary  of  said were  counted 

and  then  destroyed,  such  destruction  thereof  having  been 
duly  authorized  by  resolution  of  the  Board  of  Directors  of 
said .  and  said  latter  corporation  having  re- 
quested a  reconveyance  of  the  property  conveyed  by  said 
deed  of  trust,  and  having  satisfied  all  charges  and  claims  to 
remuneration  of  this  corporation  as  such  trustee,  and  the 
trust  created  by  said  deed  having  been  fully  satisfied  ;  now, 
therefore,  be  it 

Resolved,  That  this  corporation,  the ,  recon- 

vey  to  the ,  a  corporation,  by  deed,  grant,  bar- 
gain and  sale  in  form,  all  of  the  property  conveyed  by  said 
deed  of  trust,  and  hereinbefore  referred  to,  which  deed  was 
heretofore  duly  accepted  by  this  corporation,  and  that  the 
trust  created  by  said  deed  be  declared  fully  satisfied  and  dis- 
charged ;  and  that — ,  the  President,  and 

,  the  Secretary  of  this  corporation,  be  and 


NEW  SECRETARY'S  MANUAL.  149 

they  are  hereby  authorized,  empowered  and  directed,  for, 
on  behalf  and  in  the  name  of  this  corporation,  to  execute, 

acknowledge  and  deliver  to  said  — a  deed, 

grant,  bargain  and  sale  in  form,  conveying  to  it  all  of  said 
property  in  said  deed  of  trust  and  hereinbefore  described, 
and  declaring  said  deed  of  trust  to  be  fully  satisfied. 

No.  33.— To  RECEIVE  CONVEYANCES,  ETC.    (D) 

Resolved,  By  the  Board  of  Directors  of  the  Victor  Coat 
Company,  that  this  corporation  purchase  and  receive  from 
the  Bon  Ton  Mining  Company  the  following  described 
leases,  rights  and  property  and  their  appurtenances,  and  all 
papers,  duly  executed,  which  are  or  may  be  necessary  for 
the  transfer  and  assignment  thereof  to  this  corporation; 
said  leases,  rights  and  property  of  the  Bon  Ton  Mining 
Company  are  described  as  follows : 

(Description  here. ) 

And  the  President  and  Secretary  of  this  corporation  are 
hereby  authorized  and  directed  to  receive  said  papers 
properly  executed,  transferring  and  assigning  said  leases, 
rights  and  property  to  this  corporation,  and  to  pay  to  said 
Bon  Ton  Mining  Company  the  sum  of  five  thousand  dollars, 
gold  coin  of  the  United  States  of  America,  in  full  payment 
for  said  leases,  rights  and  property,  and  their  appurtenances, 
so  transferred  and  assigned  to  this  corporation. 

No.  34.— To  LEASE.    (D) 

Resolved,  That  this  corporation,  the  Vincent  Gas  Company, 
lease  to  the  Wheeling  Devdopnunt  Company  for  the  term  of 
fifty  years  from  and  after  the  first  day  of  January,  1889,  all  of 
its  plant,  consisting  of  its  gas  works,  and  their  appurte- 
nances, in  the  town  of  Vincent,  W.  Va. ,  together  with  all  of  its 
mains,  sub-mains,  pipe  lines,  and  their  appliances,  fora 
yearly  rental  of  $3.600.00,  payable  in  monthly  installments 
of  $300.00  each,  upon  the  condition  that  said  Wheeling 
Development  Company  shall,  at  its  own  cost  and  expense,  use, 


I5O  NEW   SECRETARY  S    MANUAL. 

operate  and  maintain  and  keep  in  good  repair  all  of  said 
plant  and  property,  and  whenever  and  as  often  as  neces- 
sary, renew,  replace,  and  supply  the  whole  or  any  part  ol 
said  works  and  their  appurtenances,  which  may  be  lost, 
broken,  destroyed,  or  irreparably  injured,  by  wear  and  tear, 
or  by  flood,  fire,  or  other  act  of  God,  or  by  any  other  cause 
whatsoever,  and  that  it  shall  do  and  provide  everything 
necessary  for  keeping,  preserving,  maintaining,  renewing, 
and  perpetuating  for  and  in  the  name  and  behalf  of  the  Vin- 
cent Gat  Company  all  rights,  privileges,  and  easements  in  any 
way  connected  with  said  leased  property;  also  on  condition 
that  said  Wheeling  Development  Company  shall,  at  its  own  cost 
and  outlay,  make  any  and  all  alterations  in  said  works  and 
mains  and  their  appliances  which  may  be  deemed  necessary 
and  convenient  for  carrying  on  said  business;  and  also  that 
it  shall  provide,  at  its  own  cost  and  expense,  any  and  all  ex- 
tensions and  enlargements  of,  or  improvements  or  additions 
to,  said  plant  and  works;  but  such  alterations  and  improve- 
ments shall  only  be  made  after  obtaining  the  written  consent 
thereto  of  this  corporation.  And  the  President  and  Secre- 
tary of  this  corporation  be  and  they  are  hereby  authorized 
and  directed,  in  the  name,  under  the  seal,  and  on  behalf  of 
this  corporation,  to  make,  execute,  and  deliver  an  instru- 
ment in  writing,  leasing  said  property  to  said  Wheeling  Devel- 
opment Company ,  for  the  term  of  years,  with  the  reservation 
of  rent,  and  upon  the  terms  and  conditions  hereinabove  re- 
cited. 

No.  35— To  RESCIND  AND  RENEW  CONTRACT.  (D) 

Resolved,  That  this  corporation  propose  to  the  Umqut 
Brick  Company  that  the  contract  made  by  and  between  this 
corporation,  as  party  of  the  first  part,  and  the  Sespe  Brownstone 
Company  as  party  of  the  second  part,  under  date  of  April  5, 
1886,  be  surrendered,  extinguished,  and  forever  rescinded 
and  made  of  no  force  and  effect  from  and  after  they?/?A  day 
of  April,  1887;  and  that  this  corporation,  in  lieu  thereof, 


NEW  SECRETARY'S  MANUAL.  151 

make  and  execute  to  the  Unique  Brick  Company  a  new  con- 
tract, for  the  term  expiring  on  January  i,  1900,  and  contain- 
ing such  modified  provisions  and  conditions  as  may  be 
agreed  upon;  and  in  the  event  that  this  proposition  be  ac- 
cepted by  said  Unique  Brick  Company,  that  the  President  and 
Secretary  of  this  corporation  be  and  they  are  hereby  author- 
ized and  directed  to  execute  and  deliver,  in  the  name  and 
on  behalf  of  this  corporation,  and  under  its  corporate  seal, 
all  necessary  and  proper  instruments  for  such  purpose. 

No.  36.— To  BORROW  MONEY. 

In  the  matter  of  the  maturing  obligations  of  this  company, 
the  President  stated  that  he  had  arranged  with  the  bank  of 

for  a  loan  to  this  corporation  of  the  sum  of to  be 

evidenced  by  the  promissory  note  of  this  corporation,  and 
on  motion  it  was  unanimously 

Resolved,  that  this  corporation  will  borrow  from the 

sum  of dollars,  and  execute  its  promissory  note 

therefor,  and  that  the  President  and  Secretary  of  this  cor- 
poration be  and  they  are  hereby  authorized,  for  and  on  be- 
half of  this  corporation,  to  execute  said  promissory  note, 
payable  —  days  from  date,  bearing  interest  from  date  at  the 
rate  of ,  and  that  in  said  promissory  note  there  be  con- 
tained such  clauses  and  stipulations  regarding  prompt  pay- 
ment and  counsel  fees  to  the  holder  thereof  in  case  of  suit, 
as  shall  be  satisfactory  to  said  President  and  Secretary. 

No.   37.— To    BORROW   MONEY,  ATTACH  COLLAT- 
ERAL, ETC. 

Resolved,  That  th is  corporation,  Victor  Coal  Company, 
borrow  from  the  American  Bank,  San  Francisco,  on  July  3d, 
1891,  Five  Thousand  Dollars  ($5,00000)  for  one  year  with 
interest  at  the  rate  of  seven  (7)  per  cent  per  annum  until  paid, 
interest  payable  monthly,and  if  not  so  paid,  to  be  compounded 
monthly ;  all  payments  of  both  principal  and  interest  to  be 
.made  in  United  States  (/pjd  Cpjn ;  and  that  said  corpora- 


152         NEW  SECRETARY  S  MANUAL. 

tion  secure  the  payment  of  its  promissory  note  for  the  sum 
aforesaid,  and  the  interest  to  grow  due  thereon,  by  a  pledge 
to  Andrew  Branch,  Pledgee,  of  one  hundred  (100)  shares  of 
the  capital  stock  of  the  Clearwater  Prospecting  Company, 
and  said  note  to  be  further  secured,  at  the  request  of  said 
American  Bank,  by  the  individual  endorsement  of  a  majority 
of  the  Directors  of  this  corporation;  and  that  said  Andrew 
Branch,  the  President  of  said  American  Bank,  be  and  he  is 
thereby  appointed  and  constituted  the  attorney  of  this  cor- 
poration, irrevocably,  with  power  of  substitution,  to  sell  at 
any  time  after  said  note  or  interest  is  due,  without  any  pre- 
vious demand,  and  with  or  without  notice,  at  his  option,  the 
whole  or  any  part  of  said  shares  of  stock,  at  either  public  or 
private  sale,  at  his  discretion,  and  to  deliver  the  same  to  the 
purchaser  or  purchasers  thereof,  in  case  of  the  non-payment 
of  the  said  promissory  note  or  the  interest  thereon,  when 
due,  and  in  such  case  the  proceeds  of  such  sale  to  be  applied 
to  the  payment  of  said  debt,  interest  thereon,  assessments 
and  all  expenses  or  costs  incurred  or  paid  by  said  American 
Bank,  in  respect  of  said  loan,  or  security,  and  the  surplus  to 
be  subject  to  the  order  of  this  corporation: 

And  the  President  and  Secretary  of  this  corporation  are 
hereby  authorized  and  empowered,  in  the  name  and  behalf 
and  under  the  seal  of  this  corporation,  to  execute  the  prom- 
issory note  of  this  corporation  to  said  American  Bank  for 
the  said  sum  of  $5,000,  upon  the  terms  and  conditions  and 
for  the  time  aforesaid,  and  also  to  execute  a  pledge  and 
agreement  and  power  of  attorney  in  the  usual  form  required 
by  said  American  Bank  in  such  cases. 

No.  38. — CERTIFIED  COPY  OF  RESOLUTION  TO  BOR- 
ROW MONEY. 

I  hereby  certify  that  a  regular  meeting  of  the  Board  of 
Directors  of  the  Victor  Coal  Company  was  held  at  the  office 
Of  the  said  Company  on  the  loth  day  of  August,  A.  p.  1899, 


NEW  SECRETARY'S  MANUAL.  153 

at  the  hour  of  one  o'clock  in  the  afternoon;  that  said  meet- 
ing was  duly  called  in  accordance  with  the  provisions  of  the 
By-Laws  of  said  Company;  that  each  of  the  Directors  of 
said  Company  had  due  and  legal  notice  of  the  time  and 
place  of  said  meeting  in  strict  compliance  with  the  provisions 
of  said  By-Laws,  and  that  a  quorum  of  said  Board  of  Direc- 
tors was  present  and  voted  at  said  meeting. 

That  at  said  meeting,  on  motion  duly  seconded,  it  was 
unanimously  resolved  as  follows: — 

"That  the  President  and  Secretary  of  said  Corporation 
be,  and  they  are  hereby  authorized  and  empowered  to 
borrow  for  account,  and  in  the  name,  of  this  Corporation,  a 
sum  or  sums  of  money,  not  to  exceed  in  the  aggregate 
$5,000,  payable  three  months  after  the  date  of  said  loan, 
with  interest  thereon,  payable  monthly  and  in  advance,  at 
a  rate  not  exceeding  six  per  centum  per  annum,  and  that 
said  President  and  Secretary  be  and  they  are  hereby  further 
authorized  and  empowered  to  make,  execute  and  deliver 
to  the  lender  or  lenders  of  said  sum  or  sums  of  money,  the 
promissory  note  or  notes  of  this  Corporation,  under  the 
seal  of  this  corporation,  payable  in  United  States  gold  coin, 
not  to  exceed  in  the  aggregate  the  amount  of  said  loan  or 
loans,  upon  the  terms  above  specified." 

That  the  said  resolution  has  been  duly  written  up  in  the 
minute  book  of  said  Corporation,  and  has  never  been 
revoked,  and  is  now  in  full  force  and  effect. 

That  I  was,  at  the  time  of  said  meeting,  and  am  now,  the 
duly  elected  and  acting  Secretary  of  said  Corporation. 

That  the  President  and  Secretary  of  said  Corporation  have 
not  yet  exercised  the  authority  conferred  by  the  foregoing 
resolution,  and  have  not  borrowed  any  money  in  pursuance 
thereof. 

Dated  at  Elsinore,  Cal.,  August  10,  1899. 

Adam  Badeau, 

Secretary. 
ii  * 


154        NEW  SECRETARY  S  MANUAL. 

ELSINORE,  Cal.,  August  8,  1899. 
$5000. 

Three  months  after  date,  for  value  received,  the  Victor 
Coal  Company  promises  to  pay  to  the  order  of  the  American 
Bank  and  Trust  Company,  of  San  Francisco,  in  the  City  and 
County  of  San  Francisco,  State  of  California,  the  sum  of 
$5,000,  in  gold  coin  of  the  United  States,  with  interest 
thereon  from  date,  payable  monthly  in  advance  in  like  gold 
coin,  at  the  rate  of  six  per  centum  per  annum  until  paid. 

Victor  Coal  Company. 
By  Sam  Small, 

[CORPORATE  SEAL.]  President. 

Adam  Badeau, 
Secretary. 

No.  39.— AMENDMENT  TO  BY-LAWS.    (S) 

Resolved,  That  Section  i  of  Article  IX  of  the  By-Laws  of 
this  Corporation  be  and  the  same  is  hereby  amended  to  read 
as  follows,  and  that  the  following  shall  hereafter  take  the 
place  of  said  Section  i: — 

No.  40.— AMENDMENT  TO  BY-LAWS.    (D) 

Whereas,  An  assent  in  writing,  bearing  date  October  i, 
1886,  signed  by  the  holders  of  more  than  two-thirds  of  the 
capital  stock  of  this  Corporation,  consenting  to  an  amend- 
ment to  the  By-Laws,  being  an  amendment  to  Section  4  of 
Article  XIV,  relating  to  the  powers  of  the  Board  of  Direct- 
ors in  respect  to  incurring  and  creating  indebtedness  of  this 
Corporation,  has  been  obtained,  and  is  now  on  file  in  the 
office  of  this  Corporation: — 

Now,  Therefore,  Be  it 

Resolved,  That  the  Board  of  Directors  and  Secretary  of 
this  Corporation  certify  to  said  amendment,  and  the  Secre- 
tary is  hereby  directed  to  copy  said  amendment,  so  certified, 


NEW  SECRETARY'S  MANUAL.  155 

in  the  book  of  By-Laws  immediately  following  the  original 
By- Laws  of  this  Corporation. 

No.  41.— CALL  FOR  SPECIAL  MEETING  OF  STOCK- 
HOLDERS.   (D) 

Resolved,  That  a  special  meeting  of  the  stockholders  of 
the  Victor  Coal  Company  is  hereby  called,  to  be  held  at  the 
office  of  the  company  at  Elsinore,  San  Diego  County,  Cal- 
ifornia, on  Wednesday,  the  141/1  day  of  April,  /<?<?/,  at  one 
o'clock  p.  M.,  for  the  purpose  of  considering  and  acting  upon 
the  proposition  hereby  made,  whether  or  not  (here  state 
proposition). 

No.  42.— ASSESSMENT.    (D) 

Resolved,  That  the  sum  of  Twenty-five  Hundred  Dollars, 
gold  coin  of  the  United  States,  be  and  is  hereby  called  in 
from  the  stockholders  of  this  Corporation,  for  the  purpose 
of  raising  funds  to  pay  off  the  indebtedness  of  this  Corpora- 
tion, and  that  an  assessment  of  ten  per  cent,  being  ten 
dollars  per  share,  be  and  is  hereby  levied  upon  each  and 
every  share  of  the  subscribed  capital  stock  of  the  Corpora- 
tion, payable  on  or  before  the  i$th  day  of  October,  1887,  to 
the  Secretary  of  the  Corporation,  at  the  office  of  the  Corpo- 
ration, at  the  town  of  Elsinore,  San  Diego  County,  Califor- 
nia; and  that  Wednesday,  the  first  day  of  November,  1887,  be 
and  is  hereby  fixed  as  the  day  on  which  said  assessment 
shall  become  delinquent,  and  Saturday,  November  loth,  1887, 
be  and  is  hereby  fixed  as  the  day  for  the  sale  of  delinquent 
stock;  and  the  Secretary  of  the  Corporation  be  and  is  hereby 
authorized  and  directed  to  give  notice,  as  provided  by  law, 
of  this  assessment,  notice  of  delinquency  and  of  the  sale  of 
delinquent  stock. 

No.  43.— ATTORNEY  APPOINTED.    (D) 

Resolved,  That  Clarence  Judson  be  and  is  hereby  consti- 
tuted and  appointed  the  lawful  attorney  and  agent  of  this 


156  NEW  SECRETARY'S  MANUAL. 

Corporation,  the  Unique  Brick  Company,  and  in  its  name, 
place  and  stead,  and  as  its  corporate  act  and  deed,  to 
appear  and  vote  as  its  proxy  and  representative,  the  number 
of  votes  which  said  Corporation  would  be  entitled  to  cast,  if 
actually  present,  at  any  and  all  meetings,  whether  regular 
or  special,  and  at  any  and  all  adjournments  of  said  meetings 
of  the  stockholders  of  the  Victor  Coal  Company,  with  full 
power  of  substitution  and  revocation ;  and  full  power  and 
authority  are  hereby  conferred  upon  said  Clarence  Judson 
to  consent  to  and  sign  in  writing  any  and  all  papers,  or  any 
proposition  whatever,  requiring  such  assent  of  the  Unique 
Brick  Company,  as  the  owner  and  holder  of  50  shares  of  the 
capital  stock  of  said  Victor  Coal  Company,  standing  in 
the  name  of  said  Unique  Brick  Company  on  the  books  of 
said  Victor  Coal  Company;  and  the  President  and  Secretary 
of  this  Corporation  be  and  they  are  hereby  authorized  and 
directed  to  make,  execute,  and  deliver,  in  the  name,  on 
behalf  and  under  the  corporate  seal  of  this  Corporation,  an 
instrument  in  writing,  or  power  of  attorney,  expressing  the 
authorization  hereby  given. 

No.  44.— DIVIDEND  DECLARED.    (D) 

Resolved,  That  a  dividend  of  1%.  per  cent  on  the  capital 
stock  of  the  Corporation,  amounting  to  $1,500,  be  and  the 
same  is  hereby  declared  out  of  the  surplus  earnings  of  the 
Corporation,  already  accrued  or  hereafter  to  accrue,  payable 
in  United  States  gold  coin  to  the  stockholders  of  the  Cor- 
poration in  proportion  to  their  respective  holdings  of  stock, 
on  the  i$th  day  of  April,  and  on  the  i^th  day  of  each  month 
thereafter,  in  the  year  1884. 

No.  45. — DISQUALIFICATION  OF  DIRECTOR.    (D) 

Whereas, is  disqualified  from  acting  as  one  of  the 

directors  of  this  Corporation  by  reason  of  his  ceasing  to  hold 
any  of  the  shares  of  the  capital  stock  of  this  Corporation, 
and  is  not  now  acting  as  such  director ;  now,  therefore,  be  it 


NEW  SECRETARY'S  MANUAL.  157 

Resolved,  That  the  office  of  said as  such  director 

be  and  the  same  is  hereby  declared  to  be  vacant,  and  that 

be  and  is  hereby  appointed  a  director  of  said  — 

Company  to  fill  the  vacancy  in  its  Board  of  Directors  caused 
by  said ceasing  to  be  a  director  as  aforesaid. 

No.  46.— INCREASE  OF  CAPITAL  STOCK.    (S) 

Resolved,  That  the  capital  stock  of  this  Corporation,  the 
Victor  Coal  Company,  be  and  the  same  is  hereby  increased 
from  two  hundred  thousand  dollars  (£200,000),  the  present 
capital  stock,  to  three  hundred  thousand  dollars  ($300,000), 
to  be  divided  into  three  thousand  (3,000)  shares  of  the  par 
value  of  one  hundred  dollars  ($100)  each. 

Resolved,  That  the  President  and  Secretary  of  this  Corpo- 
ration be  and  they  are  hereby  authorized,  empowered,  and 
directed  to  take  the  necessary  steps  to  carry  out  the  fore- 
going resolution. 

No.  47.— INCREASE  OF  NUMBER  OF  DIRECTORS.    (S) 

Resolved,  That  whereas,  all  of  the  stockholders  of  this 
Corporation,  owning  and  holding  the  entire  capital  stock 
thereof,  are  desirous  of  increasing  the  number  of  its  Di- 
rectors ; 

Now,  Therefore,  the  number  of  the  Directors  of  this  Cor- 
poration, the  —  — ,  be  and  the  same  are  hereby  increased 
from  the  original  number,  five,  to  seven ;  and  the  President 
and  Secretary  of  this  Corporation  be  and  they  are  hereby 
authorized  and  directed  to  cause  the  proper  certificate  of 
such  increase  to  be  filed  in  the  offices  required  by  law. 

No.  48.— REMOVAL  OF  PRINCIPAL  PLACE  OF  BUSI- 
NESS.   (D) 

Whereas,  There  has  been  duly  obtained  and  filed  in  the 
office  of  this  Corporation,  the  written  consent  of  all  of  the 
stockholders  of  this  Corporation  to  the  removal  and  change 


158  NEW  SECRETARY'S  MANUAL. 

of  the  principal  place  of  business  of  this  Corporation  from 

the  city  of  —     — ,  State  of  —  — ,  to  the  town  of ,  in 

the  county  of  —  — ,  State  aforesaid; 

Now,  Therefore,  such  principal  place  of  business  is  hereby 

ordered  removed  from  to  ,  county  of  , 

such  removal  to  take  effect  on  the day  of ,  189-; 

and  the  Secretary7  is  hereby  directed  to  advertise  such  in- 
tended removal  by  publication  of  notice  thereof  once  a  week 
for  three  successive  weeks,  in  the  (give  name  of  newspaper). 

No.  49.— REGRET  UPON  DECEASE  OF  PRESIDENT. 

Whereas,  Since  the  date  of  the  last  meeting  of  the  Board 

of  Directors  of  the ,  its  members  have  been  called  to 

mourn  the  loss  of  their  venerable  and  distinguished  colleague, 
Mr. ,  who  held  the  office  of  President  of  this  Corpo- 
ration for  the  term  of  —  years,  with  no  less  honor  to  him- 
self than  credit  to  the  Corporation  ;  therefore,  be  it 

Resolved,  That  with  a  high  appreciation  of  the  varied, 

abundant  and  intelligent  labors  which  the  late brought 

to  the  discharge  of  every  duty  throughout  the  whole  of  his 
long,  useful  and  honorable  career,  and  with  a  grateful  sense 
of  the  manifold  services  he  rendered  to  this  Corporation,  for 
whose  welfare  he  worked  with  never-flagging  zeal ;  with 
profound  sorrow  for  his  death,  mingled  with  reverence  for 
his  happy  memory,  and  with  thanksgiving  for  the  serene 
and  peaceful  close  of  a  finished  life,  as  full  of  years  as  it  was 
full  of  honors,  we  hereby  testify  and  record  our  admiration 
of  the  exalted  Christian  character  with  which  he  dignified 
and  adorned  every  station  ;  and  in  special  recognition  of  the 
grateful  charm  which  his  presence  never  failed  to  shed  on 
the  deliberations  of  this  Board,  possessing,  as  he  did,  a  dig- 
nity of  bearing  and  an  amenity  of  manners  which  made  him 
as  courteous  in  debate  as  he  was  wise  in  counsel,  and  as 
gracious  in  all  relations  of  private  life  as  he  was  inflexible 
in  the  maintenance  of  Christian  honor, 

Resolved,  That  this  preamble  and  resolution  be  spread  on 


NEW   SECRETARY  S    MANUAL.  159 

the  minutes  of  this  board,  and  that  a  copy  of  this  resolution 
be  transmitted  to  the  family  of  our  deceased  friend. 


RATIFICATION. 
No.  50.— OF  ACTS  OF  DIRECTORS.    (S) 

Whereas,  The  regular  annual  meeting  of  the  stockholders 
of  this  Corporation  was  not  held,  as  provided  by  the 
by-laws,  on  the  first  Tuesday  in  October,  in  the  year  1888 ; 
and, 

Whereas,  No  special  meeting  of  the  stockholders  of 
this  Corporation  has  since  been  held  for  the  purpose  of 
electing  a  Board  of  Directors  of  this  Corporation ;  and, 

Whereas,  The  Directors,  viz.:  Eben  Elliott,  John 
Doyle,  W.  L.  Brown,  Stephen  Jones,  and  R.  M.  Hatcher, 
elected  by  said  stockholders  at  their  first  meeting,  held  on 
June  1 2th,  1887,  have  ever  since  served  as  the  directors  of 
this  Corporation ;  and, 

Whereas,  The  respective  officers  of  this  Corporation, 
viz.:  John  Doyle,  President;  Eben  Elliott,  Vice-President ; 
Stephen  Jones,  Secretary ;  and  W.  L.  Brown,  Treasurer, 
elected  by  the  Board  of  Directors  at  their  first  meeting,  held 
on  June  I2th,  1887,  have  ever  since  said  date,  acted  for  and 
in  behalf  of  this  Corporation  as  such  officers ; 

Now,  Therefore,  Be  it 

Resolved,  That  all  the  acts  and  proceedings  of  said 
directors,  as  the  same  appear  of  record  in  the  minute  book 
of  this  Corporation  on  pages  7  to  31  inclusive,  and  all  of  the 
corporate  acts  of  the  officers  aforesaid,  be  and  are  hereby, 
in  all  respects,  ratified  and  approved  and  declared  to  be  the 
acts  and  deeds  of  this  Corporation. 


160  NEW  SECRETARY'S  MANUAL. 

No.  51.— OF  EXECUTION  OF  INSTRUMENT.    (Instru- 
ment Recited.;    (D) 

Resolved,  By  the  Board  of  Directors  of  the  Victor  Coal 
Company,  that  the  acts  of  the  President  and  Secretary  of  this 
Corporation,  in  executing,  acknowledging,  and  delivering, 
in  the  name,  under  the  corporate  seal  and  on  behalf  of  this 
Corporation,  a  certain  instrument  in  writing,  bearing  date 

the  —  day  of ,  and  hereinafter  recited,  be  and  the 

same  are  hereby  ratified,  approved,  and  confirmed  as  the 
acts  and  deeds  of  this  Corporation ;  said  instrument  is  in  the 
words  and  figures  following,  to  wit : — 


STOCK     AND     STOCKHOLDERS. 

Capital  Stock. — Capital. — Distinction  between  the  Two. — 
Importance  of  Subscribed  Stock. — Common  and  Pre- 
ferred Stock. — Issuing  Stock. — Certificate  of  Stock. — 
Transfer  and  Transmission. — Conversion. — Pledge  of 
Stock. — Assessments. — Dividends. — Liability  of  Stock- 
holders.— Rights  of  Stockholders.— Suits  by  Stock- 
holders. 

The  capital  stock  of  a  corporation  is  the  amount, 
in  money  or  property,  subscribed  and  paid  in,  or 
secured  to  be  paid  in,  by  the  stockholders.  The 
amount  of  capital  stock,  the  number  of  shares  into 
which  it  is  divided,  and  the  par  value  of  each  share 
are  determined  upon  by  the  original  subscribers,  and 


NEW  SECRETARY'S  MANUAL.  161 

embodied  in  the  articles  of  association,  and  the  amount 
of  the  capital  stock  so  fixed  remains  invariably  the 
same,  unless  changed  by  the  stockholders  in  pursuance 
of  legislative  authority. 

The  capital  stock  of  a  corporation  is  a  substitute 
for  the  personal  liability  of  the  individual  members  of 
private  copartnerships,  and  those  who  deal  with  the 
corporation  have  a  right  to  rely  upon  its  capital  stock 
for  their  security.  Unpaid  stock  is  as  much  a  part  of 
the  assets  of  the  corporation  as  the  money  that  has 
been  paid  in  upon  it.  Creditors  have  the  same  right 
to  insist  upon  its  payment  as  upon  the  payment  of 
any  other  debt  due  the  corporation,  so  far  as  it  is 
necessary  to  the  satisfaction  of  debts  due  from  the 
corporation.  During  the  existence  of  the  life  of  the 
corporation,  its  capital  stock  is  a  trust  fund  to  be 
managed  for  the  benefit  of  the  stockholders;  but,  in 
the  event  of  the  dissolution  or  insolvency  of  the  cor- 
poration, its  capital  stock  becomes  a  trust  fund  for  the 
benefit  of  its  creditors.  If,  in  such  case,  the  assets 
are  not  sufficient  to  pay  all  its  debts  in  full,  each 
creditor  is  equitably  entitled  to  receive  a  ratable  share 
of  the  assets  which  remain. 

The  capital  of  a  corporation  is  the  estate,  whether 
in  money  or  property,  or  both,  at  its  actual  value, 
owned  by  the  corporation. 

Capital  stock,  therefore,  differs  from  capital  in  these 
particulars : — 

(i)   That  it  remains  the  same  as  fixed  by  the  articles 


1 62  NEW  SECRETARY'S  MANUAL. 

of  association,  unless  changed  by  legislative  authority ; 
and,  (2)  that  the  term  capital  stock  is  never  properly 
used  to  indicate  the  value  of  the  property  of  the 
corporation. 

Subscribed  stock  is  a  controlling  element  in  matters 
corporate.  Where,  under  a  statute,  shares  of  a  cor- 
poration are  spoken  of,  reference  is  usually  had  to 
subscribed  or  issued  or  outstanding  shares.  Thus — 

(1)  By-laws  may  be  adopted  by  the  assent  of  stock- 
holders representing  a  majority  of  all  of  the  subscribed 
capital  stock. 

(2)  Assessments   are   levied   upon   the   subscribed 
capital  stock. 

(3)  Dividends   are   declared   upon   the  subscribed 
capital  stock.      A  dividend  is  payable  to  the  stock- 
holders in  proportion  to  their  respective  holdings  of 
stock,    and    ownership   of  stock   is   essential   to  the 
recovery  of  a  dividend. 

(4)  At  all  elections  or  votes  for  any  purpose,  there 
must  be  a  majority  of  the  subscribed  capital  stock 
represented  in  person  or  by  proxy. 

(5)  Whenever  a   part   of  the  capital  stock  of  a 
corporation  is  acquired  by  the  corporation,  a  majority 
of  the  remaining  shares  is  a  majority  for  all  purposes 
of  election  and  voting. 

(6)  The  liability  of  a  stockholder  for  the  debts  of 
the  corporation,  in  California,  is  such  portion  as  his 
share  bears  to  the  whole  of  the  subscribed  capital 
stock  or  shares. 


NEW  SECRETARY'S  MANUAL.  163 

Common  stock  and  general  stock  are  synonymous 
terms  and  have  reference  to  that  kind  of  stock  where 
each  stockholder  bears  the  burdens  of,  and  receives 
benefits  from,  the  business  of  the  corporation  in  pro- 
portion to  the  number  of  shares  held  by  him. 

Preferred  shares  are  such  as  entitle  the  holder  to  a 
priority  of  dividends  over  the  holders  of  common 
shares ;  but  in  the  absence  of  statutory  authority,  or 
power  in  the  articles  of  association,  or  by-laws,  a  cor- 
poration has  no  power  to  issue  preferred  stock  without 
the  express  consent  of  the  stockholders,  one  and  all. 
The  right  of  every  stockholder  to  his  proportion  of 
the  property  and  profits  is  a  vested  right,  of  which 
he  cannot  be  divested  without  his  consent.  In  some 
of  the  States,  notably  in  New  Jersey,  Delaware  and 
West  Virginia,  two  or  more  kinds  of  stock  may  be 
created,  of  such  classes,  with  such  designations,  pref- 
erences and  voting  powers,  or  restrictions,  or  qualifica- 
tions, as  may  be  expressed  in  the  articles  of  incorpora- 
tion. In  Delaware,  the  total  amount  of  the  preferred 
stock  must  not  at  any  time  exceed  two-thirds  of  the 
actual  capital  paid  in  cash  or  property ;  and  the 
holders  of  the  preferred  shares  are  entitled  to  receive, 
and  the  corporators  are  bound  to  pay,  a  fixed  yearly 
dividend  on  the  preferred  stock  before  any  dividend 
can  be  set  apart  or  paid  on  the  common  stock,  and 
such  dividends  may  be  cumulative.  The  holders  of 
the  preferred  shares  of  a  Delaware  corporation  are  not 
personally  liable  for  the  debts  of  the  corporation. 


164  NEW  SECRETARY'S  MANUAL. 

Preferred  shares,  therefore,  have  special  privileges 
attached  to  them. 

The  laws  of  some  of  the  States  require  that  stock 
shall  not  be  issued  at  less  than  par.  In  Massachusetts, 
the  whole  amount  of  the  capital  stock  must  be  paid  in 
at  the  time  of  incorporation;  in  New  York,  the  valid 
payment  for  stock  is  limited  to  cash  or  property;  and 
in  California,  no  corporation  may  issue  stock  or  bonds 
except  for  money  paid,  labor  done,  or  property  actu- 
ally received. 

If  it  is  the  intention  of  a  corporation,  having  power 
to  do  so,  to  issue  certificates  of  stock  prior  to  such 
certificates  being  fully  paid,  a  clause,  similar  to  the 
following,  should  be  added  in  the  by-laws,  under  the 
article  relating  to  certificates  of  stock  : — 

"  Certificates  of  stock  may  be  issued,  prior  to  full  payment, 
under  the  following  restrictions  and  for  the  following  men- 
tioned purposes,  namely:  For  the  purpose  of  providing 
stockholders  with  the  evidence  of  their  rights  and  to  enable 
them  to  deal  with  their  shares  freely  by  endorsement;  such 
certificates  shall  have  written  or  printed  across  their  face  the 
words,  'Not  fully  paid,'  and  on  their  back,  or  reverse  side, 
the  date  and  amount  of  each  payment  thereon." 

A  certificate  of  stock  is  merely  an  evidence  of  owner- 
ship, which  declares  that  the  person  designated 
therein  is  entitled  to  a  certain  number  of  shares  in 
the  corporation,  and  that  he  has  capacity  to  transfer 
such  shares.  The  certificate  is  only  the  symbol,  not 
the  stock  itself. 

In  the  case  of  corporeal  things  which  are  moveable, 


NEW  SECRETARY'S  MANUAL.  165 

a  manual  delivery  is  ordinarily  necessary  to  perfect  the 
transfer  of  the  title.  Where  actual  delivery  is  not 
possible,  as  in  the  case  of  things  incorporeal,  symbol- 
ical delivery  is  permitted  to  take  its  place;  hence,  a 
share  or  shares  is  represented  by  a  symbol,  called  the 
certificate,  and  by  endorsement  upon  this  evidence  of 
ownership  and  delivery  of  the  same,  the  title  to  a 
share  or  shares  passes  from  the  transferer  to  the 
transferee.  The  subscribers,  severally,  or  all  collect- 
ively, may  transfer  their  shares  to  other  persons, 
without  change  of  identity  in  the  corporation,  the 
substituted  shareholders  becoming  entitled  to  all  of 
the  privileges,  and  liable  to  all  of  the  burdens,  of  the 
original  subscribers,  provided  the  transfer  is  free  from 
fraud. 

A  transfer  is  the  act  by  which  the  owner  of  property 
delivers  it  to  another  with  the  intention  of  passing  to 
that  other  the  rights  which  the  owner  has  in  it. 

The  passing  of  the  title  to  shares  of  stock  from 
one  person  to  another  is  effected  by  transfer  or  by 
transmission. 

The  right  of  transfer  is  the  right  of  property,  and 
the  person  who  remains  the  owner  of  the  stock  retains 
the  right  to  sell  it. 

By  transmission  is  meant  the  passing  of  the  title  of 
shares  of  stock  of  a  deceased  stockholder  whereby 
his  heirs,  executors,  or  administrators  acquire  the 
right  to  deal  therewith. 


1 66  NEW  SECRETARY'S  MANUAL. 

The  purchaser  of  the  certificates  is  assured,  under 
the  seal  of  the  corporation,  that  the  shareholder  is  en- 
titled to  so  much  stock,  which  can  be  transferred 
on  the  books  of  the  corporation,  in  person  or  by  attor- 
ney, when  the  certificates  are  surrendered,  but  not 
otherwise.  This  is  a  notification  to  all  persons  inter- 
ested, to  know  that  whoever  in  good  faith  buys  the 
stock,  and  produces  to  the  corporation  the  certificates, 
regularly  assigned,  with  power  to  transfer,  is  entitled 
to  have  the  stock  transferred  to  him.  And  the  notifi- 
cation goes  further,  for  it  assures  the  holder  that  the 
corporation  will  not  transfer  the  stock  to  any  one  not 
in  possession  of  the  certificates. 

It  is  to  the  interest  of  all  concerned  that  a  transfer 
of  stock  be  placed  of  record  on  the  books  of  the  cor- 
poration; to  the  present  holder,  because  he  will  not  be 
relieved  from  his  liability  as  a  stockholder  until  the 
transfer  is  registered;  to  the  person  claiming  under 
the  transfer,  because  the  corporation  is  not  bound  to 
recognize  him  as  a  stockholder,  nor  is  he  entitled  to 
vote  upon  his  shares,  nor  to  receive  dividends  upon 
them,  until  the  transfer  is  registered;  to  the  corpora- 
tion, that  its  officers  may  know  who  are  its  members, 
and  who  are  bearing  the  burden  of  liabilities  and 
entitled  to  the  privileges  of  the  corporation. 

It  has  frequently  been  held  that  the  provisions  in 
the  by-laws  of  a  corporation,  requiring  that  stock 
transfers  be  made  on  the  books  of  the  company,  are 
intended  solely  for  the  protection  of  the  corporation; 


NEW   SECRETARY  S    MANUAL.  1 67 

can  be  waived  or  asserted  at  its  pleasure;  are  without 
effect,  except  for  the  protection  of  the  corporation; 
and  do  not  operate  to  prevent  the  passing  of  the  en- 
tire title,  legal  and  equitable,  in  the  shares  as  between 
the  parties,  by  the  delivery  of  the  certificate  with 
assignment  and  power  of  transfer. 

Where  a  corporation  has  neither  by  statute,  nor  its 
charter,  nor  its  by-laws,  a  lien  on  the  stock  of  a  stock- 
holder to  secure  a  debt  due  by  the  stockholder  to  the 
corporation,  it  is  in  no  position  to  resist  or  prevent  a 
transfer  of  the  stock. 

Where  the  charter  or  by-laws  of  a  corporation  pre- 
scribe that  its  stock  shall  be  transferred  only  on  its 
books,  a  purchaser,  who  receives  a  certificate  with 
power  of  attorney,  acquires  the  entire  title,  legal  and 
equitable,  as  between  himself  and  the  seller  together 
with  all  the  rights  the  latter  possessed.  As  between 
himself  and  the  corporation,  however,  he  acquires 
only  an  equitable  title,  which  the  corporation  is  bound 
to  recognize  and  permit  to  be  ripened  into  a  legal  title 
when  he  presents  himself,  before  any  effective  transfer 
on  the  books  has  been  made,  to  do  the  acts  required 
by  the  charter  or  by-laws  in  order  to  make  a  legal 
transfer.  Until  these  acts  be  done,  he  is  not  a  stock- 
holder, and  has  no  claim  to  act  as  such. 

Shares  held  by  a  married  woman  may  be  transferred 
by  her,  and  she  may  receive  dividends  on  such  shares, 
and  give  her  receipt  therefor,  the  same  as  though  she 
were  unmarried. 

Stock  shares,  by  common  usage,  pass  by  the  deliv- 


1 68  NEW  SECRETARY'S  MANUAL. 

ery  of  the  certificate,  and  the  rightful  owner  may  de- 
mand a  transfer  on  the  corporation  books,  which  if 
refused,  entitles  him  to  two  remedies:  either  to  sue  the 
corporation  for  damages  for  conversion  of  his  shares, 
or  to  sue  in  equity  to  compel  the  issuance  of  a  new 
certificate  and  his  admission  as  a  shareholder. 

"Conversion,"  as  here  used,  means  the  refusal  on 
the  part  of  the  corporation  to  deliver  a  certificate  of 
stock  to  the  rightful  owner  on  demand. 

A  pledge  is  a  deposit  of  personal  property  by  way 
of  security  for  the  performance  of  another  act. 

Collateral  Security  is  a  term  used  to  signify  the 
property  pledged. 

The  person  depositing  the  pledge  is  termed  the 
' '  Pledger, ' '  and  the  person  with  whom  the  pledge  is 
deposited  is  designated  as  the  "Pledgee."  The 
pledger  and  the  pledgee  may  agree  upon  a  third  per- 
son with  whom  to  make  the  deposit,  and  if  such  third 
person  accepts  the  deposit,  he  is  called  a  ' '  Pledge 
Holder." 

The  general  property  in  the  thing  pledged  remains 
in  the  pledger,  and  only  the  special  property  vests  in 
the  pledgee.  A  delivery  of  the  thing  pledged  is 
essential  to  the  contract,  and  until  that  act  is  per- 
formed, the  special  property  that  the  pledgee  is 
entitled  to  hold,  does  not  vest  in  him.  Incorporeal 
property,  being  incapable  of  manual  delivery,  can  not 
be  pledged  without  a  written  transfer  of  title.  Debts, 
negotiable  instruments,  stocks  in  incorporated  com- 
panies, and  choses  in  action,  generally  are  pledged  in 


NEW  SECRETARY'S  MANUAL.  169 

this  mode.  The  transfer  of  title,  like  the  delivery  of 
possession,  constitutes  the  evidence  of  the  pledgee's 
right  of  property  in  the  thing  pledged. 

The  right  of  redemption  is  incident  to  every  pledge, 
and  the  pledgee  of  stock,  who  holds  such  stock  for 
the  payment  of  money  borrowed,  holds  subject  to  the 
pledger's  legal  right  to  demand  and  receive  the  shares 
upon  the  payment  of  the  debt.  The  pledgee  has  not 
right  to  sell  such  shares  without  first  demanding  pay- 
ment of  the  debt  from  the  pledger,  or  giving  him 
notice  of  the  intention  to  sell. 

It  is  a  salutary  and  sound  principle  that  agents  to 
sell  can  not  be  purchasers;  and  it  is  a  general  rule  that 
trustees  of  every  description,  who  are  invested  with 
power  to  sell,  can  never,  directly  or  indirectly,  become 
the  purchasers  of  the  trust  property.  The  pledgee 
can  not  himself  purchase  the  pledge  at  the  sale. 
The  pledgor  may  lawfully  stipulate  that  the  pledgee 
may  purchase,  and  this  stipulation  may  be  made  at 
the  time  of  the  pledge.  The  pledgor  may  afterwards 
authorize  the  pledgee  to  purchase,  or  he  may  ratify 
such  purchase  after  it  has  been  made.  Such  ratifica- 
tion may  even  be  inferred  from  circumstances.  But 
such  purchases  are  certainly  voidable  and  presumably 
void,  though  not  conclusively  so.  The  burden  of 
showing  authority  for  the  pledgee  to  become  the  pur- 
chaser, or  ratification,  is  cast  upon  the  purchaser  in 
such  case. 

An  assessment,  or  call,  is  a  rating,  levied 
upon  the  stockholders,  in  proportion  to  their 


1 70  NEW   SECRETARY  S    MANUAL. 

respective  holdings  of  stock,  for  the  purpose  of  providing 
means  for  carrying  on  the  business  of  the  corporation. 

Before  an  assessment  can  be  legally  made,  the  amount 
of  the  entire  capital  stock,  the  number  of  shares  into  which 
it  is  divided,  and  the  amount  of  each  share,  must  be  spe- 
cifically fixed  by  the  articles  of  incorporation,  or  subscription 
contract,  and  the  capital  so  fixed  must  be  fully  subscribed. 

The  foregoing  is  the  general  rule.  The  directors  of  cor- 
porations of  California  may,  after  one-fourth  of  the  capital 
stock  has  been  subscribed,  levy  and  collect  assessments  on 
the  subscribed  capital  stock  for  the  purpose  of  conducting 
business,  or  paying  expenses  or  debts,  and  no  one  assess- 
ment must  exceed  io°/0  of  the  capital  stock  as  named  in  the 
articles  of  incorporation,  unless  the  whole  of  the  capital 
stock  has  not  been  paid  up,  and  the  corporation  is  unable 
to  meet  its  liabilities  or  satisfy  its  creditors,  when  the  assess- 
ment may  be  for  the  full  amount  unpaid  upon  the  capital 
stock,  except  where  a  less  amount  is  sufficient.  No  assess- 
ment must  be  levied  while  any  portion  of  a  previous  assess- 
ment remains  unpaid,  unless  (i)  the  power  of  the  corpora- 
tion has  been  exercised  in  accordance  with  the  statute  for 
collecting  the  previous  assessment,  or  (2)  the  collection  of 
the  previous  assessment  has  been  enjoined.  Railroad  cor- 
porations may  assess  the  capital  stock  in  installments  of  not 
more  than  io°/0  per  month,  and  fire  and  insurance  com- 
panies may  assess  such  percentage  as  they  may  deem  proper. 
The  order  levying  the  assessment  must  specify  the  amount 
thereof,  when,  to  whom  and  where  payable,  and  fix  a  day, 
subsequent  to  the  full  term  of  publication  of  the  assessment 
notice  (not  less  than  30  nor  more  than  60  days  from  the  time 
of  making  the  order)  on  which  the  unpaid  assessments  shall 
become  delinquent,  and  a  day  for  the  sale  of  delinquent 
stock,  not  less  than  15  nor  more  than  30  days  from  the  day 
the  stock  is  declared  delinquent.  The  dates  fixed  in  any 
notice  of  assessment  or  of  delinquent  sale  may,  by  order  of 
the  Board  of  Directors,  be  extended  from  time  to  time,  for 
not  more  than  30  days,  and  such  notice  of  extension  or  post- 
ponement must  be  published  with  the  order  to  which  it  re- 
lates. 

For  notice  of  assessment  and  notice  of  delinquent  sale, 
see  NOTICES.  The  notice  of  delinquent  sale  must  specify 
every  certificate  of  stock  on  which  the  assessment  is  unpaid, 
the  number  of  shares  it  represents,  and  the  amount  due 
thereon. 


NEW  SECRETARY'S  MANUAL.  171 

By  publication  of  the  notice  of  delinquent  sale,  the 
corporation  acquires  jurisdiction  to  sell  and  convey  a 
perfect  title  to  all  of  the  stock  described  in  the  notice, 
upon  which  the  assessment  or  costs  of  advertising 
remain  unpaid  at  the  hour  appointed  for  the  sale. 

On  the  day,  at  the  time  and  at  the  place  appointed 
in  the  notice,  the  Secretary  must,  unless  otherwise 
ordered  by  the  Board  of  Directors,  sell,  or  cause  to 
be  sold,  at  public  auction,  to  the  highest  bidder  for 
cash,  so  much  of  each  parcel  of  stock  so  advertised 
as  may  be  necessary  to  pay  the  assessments  and 
charges  thereon  remaining  unpaid.  If  no  bidder  of- 
fers the  amount  of  the  assessment  and  charges  due, 
the  stock  may  be  bid  in  by  the  corporation,  through 
its  President,  Secretary,  or  any  Director;  the  stock 
so  purchased  must  be  transferred  to  the  corporation 
on  its  books,  and  the  amount  of  the  assessment  and 
charges  credited  as  paid  in  full;  and  while  the  stock 
remains  the  property  of  the  corporation,  it  is  not  as- 
sessable, nor  can  dividends  be  declared  thereon. 

DIVIDEND.  The  term  dividend,  as  applied  to  a 
corporation,  means  a  sum  which  the  corporation  sets 
apart  from  its  profits,  to  be  divided  among  its  mem- 
bers.1 A  dividend  must  be  declared  from  realized, 
and  not  from  estimated,  profits. 

A  Cash  Dividend  is  a  sum,  payable  in  money,  set 
apart  by  a  solvent  corporation  out  of  its  surplus  net 
earnings. 

A  Scrip  Dividend  is  a  dividend  in  the  form  of  nego- 
tiable paper,  maturing  at  a  future  date. 

i  Lockhart  v.  Van  Alstyne,  31  Mich.  76,  Am.  Corp.  Cases,  5-470. 


172  NEW   SECRETARY  S    MANUAL. 

A  Stock  Dividend  is  where  the  monies  earned  by  a 
corporation  are  retained  by  it  for  corporate  purposes, 
and  stock  certificates,  representing  the  value  of  the 
dividend,  issued  in  lieu  of  money  payment. 

In  declaring  a  dividend,  the  corporation  cannot  dis- 
criminate between  its  stockholders,  and  the  dividend 
must  be  general  on  all  the  stock.  The  right  of  a 
stockholder  to  a  dividend  attaches  whenever  he  ac- 
quires the  stock.  Whoever  owns  the  stock  at  the 
time  the  dividend  is  declared,  is  entitled  to  such  divi- 
dend, but  a  stockholder  is  not  entitled  to  a  dividend 
until  the  corporate  debts  are  paid. 

The  application  of  net  earnings  to  the  improvement 
of  the  business  of  the  corporation,  or  their  distribution 
as  dividends,  is  in  the  discretion  of  the  Board  of  Di- 
rectors.1 

A  corporation,  having  declared  a  dividend,  owes 
each  stockholder  a  certain  sum  of  money,  and  cannot 
thereafter  decline  to  pay  the  dividend,  or  refuse  to 
name  a  date  of  payment.1 

A  dividend  cannot  be  sued  for  until  after  the  de- 
mand for  payment. 

A  bank  may  hold  a  dividend  as  a  pledge  for  an  in- 
debtedness of  a  stockholder  to  the  bank,  and  a  de- 
mand by  the  shareholder  for  the  payment  of  such 
dividend,  made  while  the  lien  continues,  is  premature.1 

The  right  of  a  corporation  to  withhold  a  dividend 
from  a  stockholder  who  is  indebted  to  it  is  undis- 


1  Minot  v.  Paine,  Am.  Corp.  Cases,  1-597. 

2  Beers  v.  Bridgeport  Spring  Co. ,  Am.  Corp.  Cases,  6-307. 
j  Nat.  Corp.  Rep.,  Vol.  4,  p.  248. 


NEW  SECRETARY'S  MANUAL.  173 

puted.  It  is  the  right  of  set-off,  for  a  dividend  is  sim- 
ply a  debt  owing  from  the  corporation  to  the  share- 
holder, but  in  order  to  exercise  such  right  the  divi- 
dend must  be  due  and  payable  by  the  corporation  to 
the  person  from  whom  the  obligation  to  the  corpora- 
tion is  demandable. 

The  incorporators,  when  the  corporation  is  formed, 
becorr.2  the  stockholders.  The  liability  of  stock- 
holders for  the  debts  of  the  corporation  is  regulated 
by  the  laws  of  the  State  under  which  the  corporation 
is  organized  or  in  which  it  is  doing  business. 

In  New  Jersey,  stockholders  are  not  liable  for  cor- 
porate debts,  and  there  is  no  personal  liability  of  stock- 
holders or  directors  in  West  Virginia.  In  New  York, 
stockholders  are  liable  until  all  stock  issued  and  out- 
standing has  been  paid  in. 

Under  the  Constitution  and  Statutes  of  California, 
each  stockholder  is  liable  for  his  proportion  of  the 
corporate  debts,  contracted  when  he  was  a  stock- 
holder, as  a  principal  debtor,  and  not  as  a  surety. 
The  liability  commences,  and  a  right  of  action  accrues, 
against  the  corporation  and  stockholders  at  the  same 
time.  Suspension  of  the  remedy  against  the  corpo- 
ration does  not  suspend  the  remedy  against,  or  affect 
the  liability  of,  the  stockholders.  A  judgment  against 
the  corporation  does  not  create  a  new  liability,  nor 
extend  the  time  prescribed  by  the  statute  of  limita- 
tions for  bringing  suit  against  the  stockholders.  The 
liability  of  stockholders  is  created  by  statute,  and  an 
action  to  enforce  that  liability  must  be  brought  within 


174  NEW  SECRETARY'S  MANUAL. 

three  years  after  cause  of  action  accrues.  In  a  com- 
plaint, in  order  to  determine  what  amount  of  liability 
is  sought  to  be  charged  against  a  stockholder,  three 
known  factors  must  be  pleaded,  namely,  the  whole 
number  of  subscribed  shares,  the  number  of  shares 
held  by  the  stockholder,  and  the  amount  of  the  debt, 
for  the  reason  that  as  is  the  number  of  shares  held 
by  the  stockholder  to  the  whole  number  of  subscribed 
shares,  so  is  his  proportion  of  the  debt  to  the  total 
amount  of  the  debt. 

RIGHTS  OF  STOCKHOLDERS.  The  rights  of  a  stock- 
holder are  to  meet  at  stockholders'  meetings,  to  par- 
ticipate in  the  profits  of  the  business,  and  to  require 
that  the  corporate  property  and  funds  shall  not  be  di- 
verted from  their  original  purpose.  If  the  company 
become  insolvent,  it  is  the  right  of  the  stockholders 
to  have  the  property  applied  to  the  payment  of  its 
debts.  Of  course,  a  stockholder  has  originally  a  right 
to  a  certificate  for  his  stock,  to  transfer  it  on  the  com- 
pany's books,  and  to  inspect  these  books. 

SUITS  BY  STOCKHOLDERS.  The  general  rule  is  well 
established  that  the  courts  will  not  interfere  with  the 
internal  management  of  a  corporation  at  the  suit  of  a 
stockholder.  The  interests  of  the  stockholder  are 
dependent;  the  title  to  all  the  property  is  in  the  cor- 
porate entity;  to  maintain  a  suit  the  stockholder  must 
be  able  to  show  that  there  will  otherwise  be  a  failure 
of  justice. 


NEW   SECRETARY  S    MANUAL.  175 

The  right  of  the  stockholder  to  sue  where  the  cor- 
poration is  the  proper  party  to  bring  the  suit  is  ad- 
mitted, but  is  limited,  outside  of  the  Federal  Courts, 
to  cases  where  the  directors  are  guilty  of  fraud  or  a 
breach  of  trust,  or  are  proceeding  ultra  vires.  In 
such  suit  the  objects  of  the  corporation  must  be  set 
out. 


SUBSEQUENT  CHANGES  IN  THE 
ARTICLES  OF  INCOR- 
PORATION. 

The  statute  under  which  the  corporation  is  created 
must  be  looked  to  for  the  authority  to  make  changes 
in  the  articles  of  incorporation  subsequent  to  the 
filing  of  the  original  instrument.  The  steps  neces- 
sary to  effect  these  changes  must  be  taken  by  the 
corporation  itself.  The  first  step  is  the  passing  of  a 
resolution  by  the  directors  declaring  that  the  proposed 
change  is  advisable,  and  calling  a  meeting  of  the  stock- 
holders in  accordance  with  law  to  take  action  thereon. 
The  stockholders,  at  such  meeting,  by  their  vote, 
adopt  or  reject  the  proposed  change. 

The  instrument  evidencing  the  change  takes  the 
form,  in  some  instances,  of  amended  articles  of  incor- 
poration, and  in  other  instances  that  of  a  certificate  of 
the  officers  of  the  meeting  at  which  the  change  is 


176        •      NEW  SECRETARY'S  MANUAL. 

authorized.  In  the  creation  of  bonded  indebtedness, 
or  in  the  case  of  increasing  or  reducing  the  capital 
stock,  the  law  in  some  of  the  States  provides  for  the 
filing  of  a  certificate  reciting  the  facts.  Upon  in- 
creasing or  diminishing  the  number  of  directors,  or 
changing  the  corporate  name,  the  articles  of  incorpora- 
tion are  amended.  The  form  of  amended  articles 
(Form  No.  52)  may  be  varied  to  meet  the  required 
change.  In  California,  the  assent  in  writing  of  two- 
thirds  of  the  stockholders,  and  in  Delaware  the  assent 
in  writing  of  two-thirds  in  interest  of  each  class  of 
stockholders,  must  be  filed  with  the  amended  articles, 
and  such  assent  is  embodied  in  the  form  shown.  The 
articles  can  be  amended  to  contain  only  such  provisions 
as  it  would  be  lawful  and  proper  to  insert  in  the  original 
articles.  In  some  of  the  States,  a  person  or  corpora- 
tion desiring  to  change  his  or  its  name  is  required  to 
apply  for  permission  to  the  Courts  of  the  county  in 
which  the  person  resides  or  in  which  the  corporation 
has  its  principal  place  of  business.  The  application, 
in  the  case  of  a  corporation,  may  be  substantially 
as  per  the  form  No.  56.  The  proceedings  neces- 
sary for  the  formation  of  a  corporation  can  not  be 
carried  on  or  completed  without  the  aid  of  the  State, 
acting  through  its  Secretary;  but  in  making  subsequent 
changes  in  the  articles  of  incorporation,  everything 
necessary  to  be  done  may  be  done  by  the  corporation 
without  the  aid  or  cooperation  of  the  State. 

Certificates  must  be  filed  in  the  office  of  the  County 
Clerk  where  the  original  articles  of  incorporation  were 


NEW  SECRETARY'S  MANUAL.  177 

filed,  and  also  in  the  office  of  the  Secretary  of  State 
of  the  State  of  California,  upon  increasing  or  decreas- 
ing the  number  of  directors,  increasing  or  diminishing 
the  capital  stock,  or  creating  or  increasing  bonded 
indebtedness. 

Before  changing  its  principal  place  of  business  from 
one  county  to  another,  a  corporation  of  California 
must  obtain  and  file  in  its  office  the  written  consent 
of  two-thirds  of  its  shareholders  to  such  removal;  no- 
tice of  such  intended  removal  must  be  published  once 
a  week  for  three  successive  weeks,  and  a  certified  copy 
of  its  articles  of  incorporation  must  then  be  filed  in 
the  office  of  the  Clerk  of  the  county  to  which  the 
change  is  made.  (See  Notices.) 

No.  52.— AMENDED  ARTICLES  OF  INCORPORATION. 

AMENDED  ARTICLES  OF  INCORPORATION 

OF  THE 

TIMBER  CANON  OIL  COMPANY. 

Whereas,  At  a  meeting  of  the  Board  of  Directors  of  the 
Timber  Canon  Oil  Company,  a  Corporation,  regularly  and 
legally  called  and  held  at  the  office  of  said  Corporation,  at 
the  Town  of  Santa  Paula,  County  of  Ventura  and  State  of 
California,  at  2  o'clock,  p.  M.,  on  the  I2th  day  of  August,  A.  D. 
1899,  all  of  the  members  of  said  Board  of  Directors  being 
present  and  voting,  it  was  determined  by  resolution  passed 
and  adopted  by  unanimous  vote,  duly  recorded,  to  amend 
the  Articles  or  Certificate  of  Incorporation  of  said  Corpora- 
tion, which  were  heretofore,  to  wit,  on  the  i8th  day  of 


178  NEW  SECRETARY'S  MANUAL. 

October,  A.  D.  1897,  filed  in  the  office  of  the  County  Clerk 
of  the  County  of  Ventura,  State  of  California,  and  the  said 
Amended  Articles,  as  hereinafter  set  forth,  were  read,  duly 
considered  and  adopted  by  said  Board  of  Directors  of  said 
Corporation : 

Now,  Therefore,  These  Amended  Articles  of  Incorpora- 
tion, Witness : — 

First.  That  the  name  of  said  Corporation  is,  and  shall  be, 
Timber  Canon  Oil  Company. 

Second.  That  the  purposes  for  which  it  is  formed,  are : 

(Here  insert  the  original  purposes  of  the  Corporation.) 

Third.  That  the  place  where  its  principal  business  is,  and 
is  to  be,  transacted  is  the  Town  of  Santa  Paula,  in  the  County 
of  Ventura,  State  of  California. 

Fourth.  That  the  term  for  which  it  is  to  exist  is  fifty  (50) 
years  from  and  after  the  date  of  its  original  incorporation. 

Fifth.  That  the  number  of  Directors,  under  the  original 
Articles  of  Association  and  Certificate  of  Incorporation  was 
nine ;  that  the  names  and  residences  of  the  Directors  who 
were  duly  elected  as  such  at  the  regular  Annual  Meeting  of 
this  Corporation  held  on  the  i8th  day  of  October,  A.  D. 
1898,  to  serve  until  the  election  of  their  successors,  are  as 
follows,  to  wit :  Abel  Adams,  Santa  Paula,  California,  etc. 

But  that  the  number  of  Directors  is  now  and  shall  be 
diminished  from  nine  (9)  to  five  (5),  and  that  the  following 
named  persons,  who  are  members  of  the  Corporation  and 
duly  qualified  under  the  By- Laws  of  the  Corporation,  to  wit, 
Abel  Adams,  etc.,  shall  serve  as  the  said  five  Directors  from 
the  time  of  the  filing  of  the  copy  of  these  Amended  Articles 
of  Incorporation,  as  provided  by  law,  until  their  successors 
shall  be  elected. 

Sixth.  The  amount  of  the  Capital  Stock  of  this  Corpora- 
tion is  fifty  thousand  dollars  ($50,000),  and  the  number  of 
shares  into  which  it  is  divided  is  five  hundred  (500)  shares, 
of  the  par  value  of  one  hundred  dollars  (|ioo)  each. 


NEW  SECRETARY'S  MANUAL. 


179 


Seventh.  That  the  whole  amount  of  said  Capital  Stock, 
to  wit,  five  hundred  (500)  shares,  is  actually  subscribed,  and 
the  following  are  the  names  of  the  persons  by  whom  the  said 
Capital  Stock  has  been  subscribed  and  is  held,  and  the 
amounts  subscribed  and  held  respectively  by  each  of  them 
at  the  date  hereof,  to  wit : 


NAME  OF  SUBSCRIBER. 

NO.  OF  SHARES. 

AMOUNT. 

Huron  Oil  Company  

no 

$II,OOO 

Abel  Adams  

80 

8,000 

etc.,  etc. 

Total  

500 

f  §0,000 

IN  WITNESS  WHEREOF,  The  undersigned,  Huron  Oil  Com- 
pany, a  Corporation,  organized  and  existing  under  the  laws 
of  the  State  of  California,  having  its  place  of  business  at 
Santa  Paula,  in  said  State,  and  being  a  present  subscriber 
and  holder  of  Capital  Stock  of  said  Corporation,  has  here- 
unto, this  i2th  day  of  August,  A.  D.  1899,  caused  its  name 
to  be  subscribed  and  its  corporate  seal  to  be  affixed  by  its 
President  and  its  Secretary',  being  hereunto  authorized  by  its 
Board  of  Directors  by  resolution  duly  passed  and  adopted  ; 
and  we,  the  other  undersigned,  all  of  whom  are  residents  of 
the  State  of  California  and  present  subscribers  and  holders 
of  the  Capital  Stock  of  said  Corporation,  have  hereunto,  the 
said  i2th  day  of  August,  A.  D.  1899,  set  our  hands  and  seals; 
and  the  said  Corporation  and  other  undersigned,  comprising 
more  than  two-thirds  of  all  of  the  holders  of  the  Capital 
Stock  of  said  Timber  Canon  Oil  Company,  do  hereby 
respectively  signify  our  assent  to  the  Amended  Articles  of 
said  Incorporation,  as  hereinabove  set  forth. 

Huron  Oil  Company, 


[CORPORATE  SEAL 
of  Huron  Oil  Co.] 


By  its  President, 

Abel  Adams. 
By  its  Secretary, 

Caleb  Cashing. 
Abel  Adams.        [SEAL] 
Etc.,  etc. 


:8o  NEW  SECRETARY'S  MANUAL. 

(Certificates  of  Acknowledgment,  as  in  Form  No.  4.) 

STATE  OF  CALIFORNIA,      \ 
COUNTY  OF  VENTURA,  j 

Abel  Adams  and  Caleb  Cashing,  being  duly  and  severally 
sworn,  do  depose  and  say,  and  each  for  himself  deposes  and 
says,  that  said  Abel  Adams  is  the  President,  and  said  Caleb 
Cushing  is  the  Secretary  of  the  Board  of  Directors  of  the 
Timber  Canon  Oil  Company,  a  Corporation,  duly  incorpo- 
rated under  the  laws  of  the  State  of  California,  and  having 
its  principal  place  of  business  at  Santa  Paula,  County  of 
Ventura  and  State  of  California;  that  the  foregoing  AMENDED 
ARTICLES  OF  INCORPORATION  were  duly  approved  and 
adopted  as  the  Amended  Articles  of  Incorporation  of  said 
Corporation  by  resolutions  duly  passed  and  adopted  by 
said  Board  of  Directors  of  said  Corporation  at  a  meeting  of 
said  board  duly  and  regularly  called  and  held  at  the  Town 
of  Santa  Paula,  in  said  county,  at  2  o'clock  p.  M.,  on  the 
I2th  day  of  August,  A.  D.  1899,  at  which  meeting  were 
present  all  of  the  members  of  said  board,  and  which  reso- 
lution was  adopted  and  passed  by  a  unanimous  vote,  and 
has  been  duly  entered  upon  the  minutes  of  the  Board  of 
Directors;  that  all  of  the  Corporations  and  other  persons 
whose  names  are  signed  to  the  said  Amended  Articles  of 
Incorporation  were,  on  the  said  i2th  day  of  August,  A.  D. 
1899,  stockholders  in  said  Corporation;  that  said  stock- 
holders so  signing  as  aforesaid,  taken  together,  held,  at  the 
time  aforesaid,  more  than  two-thirds  of  all  the  subscribed 
capital  stock  of  said  Corporation,  to  wit,  four  hundred  and 
eighty-three  (483)  shares ;  and  we  further  certify  that  the 
said  Amended  Articles  of  Incorporation  are  correct. 

IN  WITNESS  WHEREOF,  we  have  hereunto  set  our  hands 
and  affixed  the  seal  of  said  Corporation  this  i2th  day  of 
August,  A.  D.  1899.  Abel  Adams, 

[CORPORATE  SEAL  President, 

of  Timber  Oil  Co.]  Caleb  Cushing, 

Secretary. 


NEW  SECRETARY'S  MANUAL.  181 

Subscribed  and  sworn  to    before  me    this  iath  day  of 
August,  A.  D.  1899. 

W.  A.  Carney, 
Notary  Public  in  and  for  Ventura  County,  California. 


r>lo.  53.—  CERTIFICATE  AS  TO  DIMINISHING  OF  CAPI- 
TAL STOCK. 

CERTIFICATE  AS  TO  THE  DIMINISHING  OF  THE 
CAPITAL  STOCK 

OF    THE 

SANTA  ANA   HARDWARE  COMPANY. 

KNOW  ALL  MEN  BY  THESE  PRESENTS: 

That  we,  Leopold  Blum  and  Casper  Friand,  the  Chairman 
and  the  Secretary  respectively  of  a  meeting  of  the  stock- 
holders of  the  Santa  Ana  Hardware  Company,  held  at  the 
principal  place  of  business  of  said  Corporation,  on  the  i2th 
day  of  April,  1899,  for  the  object  and  purpose,  and  in 
pursuance  of  the  notice  hereinafter  mentioned;  and, 

That  we,  Hans  Brinker,  Rip  Winkle  and  Van  Bibber,  who 
are  Directors  of  said   Corporation,  and   who  constitute  a 
majority  of  its  Board  of  Directors, 
Do  HEREBY  CERTIFY: 

That  the  said  Santa  Ana  Hardware  Company  is  a  Corpo- 
ration, duly  incorporated  and  organized  under  the  laws  of 
the  State  of  California,  on  or  about  January  30,  1896;  that 
said  Corporation,  at  the  date  of  its  incorporation,  had,  and 
ever  since  said  date  has  had,  a  capital  stock  of  seventy-five 
thousand  dollars  ($75,000),  divided  into  seven  hundred  and 
fifty  (750)  shares  of  the  par  value  of  one  hundred  dollars 


r82  NEW  SECRETARY'S  MANUAL. 

(|ioo)  each,  and  that  at  all  the  times  hereinafter  mentioned, 
seven  hundred  and  fifty  shares  of  said  stock  were  issued  and 
outstanding,  and  that  said  shares  are  fully  paid  up  ; 

That  at  a  meeting  of  the  Board  of  Directors  of  said  Cor- 
poration, duly  held  on  the  8th  day  of  February,  1899,  a 
resolution  was  duly  passed  and  adopted,  and  entered  in 
the  minutes  of  said  meeting,  calling  a  special  meeting  of 
the  stockholders  of  said  Corporation  for  the  object  and  pur- 
pose of  considering  and  voting  upon  the  proposition  to 
diminish  the  capital  stock  of  said  Corporation  from  seventy- 
five  thousand  dollars,  divided  into  seven  hundred  and  fifty 
shares  of  the  par  value  of  one  hundred  dollars  each,  to 
twenty-five  thousand  dollars  ($25,000),  to  be  divided  into 
two  hundred  and  fifty  (250)  shares  of  the  par  value  of 
one  hundred  dollars  ($100)  each,  which  said  resolution 
directed  and  specified  that  such  meeting  should  be  held  at 
the  principal  place  of  business  of  said  Corporation,  to  wit, 
at  Room  12,  of  the  Belcher  Block,  in  the  City  of  Santa  Ana, 
in  Orange  County,  State  of  California,  being  the  building 
and  place  where  the  Board  of  Directors  of  the  said  Corpora- 
tion usually  meet,  and  that  the  time  of  said  meeting  should 
be  at  one  o'clock  in  the  afternoon  of  Tuesday,  the  I2th  day 
of  April,  1899;  and  which  said  resolution  further  directed 
that  notice  of  said  meeting  should  be  given  by  the  Secretary 
of  said  Corporation  by  publication  in  the  Santa  Ana  Blade, 
published  weekly  at  the  said  City  of  Santa  Ana,  in  said 
Orange  County,  State  of  California,  once  a  week  for  at  least 
sixty  days  and  until  the  said  i2th  day  of  April,  1899,  and  in 
addition  to  said  notice  by  publication,  that  the  Secretary 
should  mail  a  notice  to  each  one  of  the  stockholders  whose 
names  then  appeared  on  the  Company's  books,  sufficiently 
addressed  to  his  place  of  residence,  if  known,  and  if  not 
known,  then  at  the  principal  place  of  business  of  the  Cor- 
poration, and  that  each  and  all  of  said  notices  should  be 
mailed  to  such  stockholders  at  least  thirty  days  before  the 
day  appointed  for  such  meeting ; 


NEW  SECRETARY'S  MANUAL.  183 

That  at  the  time  and  place  specified  in  said  notice,  namely, 
on  Tuesday,  the  i2th  day  of  April,  1899,  atone  o'clock  p.  M., 
said  meeting  was  held  at  the  principal  place  of  business  of 
said  Corporation,  and  in  the  building  where  the  Board  of 
Directors  usually  meet,  to  wit:  at  Room  No.  12,  of  the 
Belcher  Block,  in  said  City  of  Santa  Ana,  in  Orange  County, 
California  ; 

That  said  meeting  was  called  to  order  by  the  President  of 
said  Corporation,  Leopold  Blum,  who  presided  thereat  as 
the  Chairman  thereof,  in  accordance  with  the  by-laws  of 
said  Corporation  defining  the  duties  of  the  President,  and 
that  the  Secretary  of  said  Corporation,  Casper  Friand,  was 
elected  to  act,  and  did  act,  as  the  Secretary  of  said  meeting; 

That  the  amount  of  stock  represented  at  said  meeting,  as 
ascertained  upon  the  roll  call,  was  seven  hundred  and  fifty 
(75°)  shares,  of  the  par  value  of  one  hundred  dollars  ($  100) 
each,  or,  in  the  aggregate,  seventy-five  thousand  dollars 
($75,000);  that  there  were  present  at  said  meeting,  either  in 
person  or  by  proxy,  stockholders  of  said  Corporation  own- 
ing and  holding  the  aforesaid  seven  hundred  and  fifty  (750) 
shares  of  the  capital  stock  of  said  Corporation  ; 

That  the  Secretary  of  said  Corporation  and  of  said  meet- 
ing stated  that  in  pursuance  of  the  resolution  adopted  by 
the  Board  of  Directors  of  said  Corporation  on  the  8th  day 
of  February,  1899,  and  as  required  by  law,  he  had  given 
notice  of  said  meeting,  specifying  the  time,  place,  and 
object  of  the  meeting  and  the  amount  to  which  it  was  pro- 
posed to  diminish  said  capital  stock,  by  publication  in  the 
Santa  Ana  Blade  once  a  week  for  at  least  sixty  days  next 
preceding  said  meeting,  to  wit :  once  a  week  from  the  tenth 
day  of  February,  1899,  to  the  twelfth  day  of  April,  1899 » 
and  in  addition  to  said  notice  by  publication,  that  he  had 
addressed  a  printed  copy  of  such  notice  to  each  of  the 
stockholders  whose  names  then  appeared,  and  now  appear, 
on  the  Company's  books,  sufficiently  addressed  to  their 


184  NEW  SECRETARY'S  MANUAL. 

respective  places  of  residence  (all  of  such  places  of  resi- 
dence being  known  to  said  Secretary),  and  that  he  had 
mailed  said  notices  with  the  proper  postage  thereon  prepaid 
on  the  loth  day  of  February,  1899,  at  least  thirty  days 
before  the  said  I2th  day  of  April,  1899,  the  day  appointed 
for  said  meeting  of  stockholders ;  and  in  proof  thereof,  the 
said  Secretary  produced  at  said  meeting  an  affidavit  of  the 
publisher  of  the  said  Santa  Ana  Blade,  certifying  to  the 
publication  therein,  as  aforesaid,  of  said  notice,  and  an 
affidavit,  made  by  said  Secretary,  certifying  to  the  mailing 
and  addressing  by  him  of  such  notices  to  each  of  said 
stockholders  as  aforesaid ;  and  thereupon  the  said  stock- 
holders accepted  said  proofs  as  satisfactory  and  sufficient 
on  the  question  of  the  publication  of  said  notice,  and  the 
service  thereof,  as  required  by  law,  and  ordered  that  said 
affidavits  be  filed  in  the  office  of  the  Corporation  ; 

That  the  proposition  to  reduce  said  capital  stock  of  said 
Corporation,  as  submitted  by  the  Board  of  Directors  of  said 
Corporation  in  the  aforesaid  resolution  and  notice,  was  then 
discussed  and  considered  by  said  stockholders,  and  there- 
upon, by  a  vote  of  shares  of  stock,  had  upon  roll  call,  all 
the  stockholders  present  at  said  meeting  duly  passed  and 
adopted  a  resolution  in  the  words  and  figures  following, 
that  is  to  say : — 

"  Resolved,  That  the  capital  stock  of  the  Santa  Ana  Hard- 
ware Company  be  and  the  same  is  hereby  diminished  from 
seventy-five  thousand  dollars  ($75,000),  divided  into  seven 
hundred  and  fifty  (750)  shares  of  the  par  value  of  one  hundred 
dollars  ($100)  each,  fully  paid,  to  twenty-five  thousand  dollars 
($25,000),  divided  into  twenty-five  hundred  (2,500)  shares  of 
the  par  value  of  one  hundred  dollars  ($100)  each,  fully  paid;" 

That  the  foregoing  resolution,  reducing  the  capital  stock 
of  said  Santa  Ana  Hardware  Company  from  seventy-five 
thousand  dollars  ($75,000)  to  twenty-five  thousand  dollars 
($25,000),  was  adopted  by  the  vote,  cast  in  favor  thereof,  of 


NEW  SECRETARY'S  MANUAL.  185 

stockholders  representing  seven  hundred  and  fifty  (750) 
shares  of  the  capital  stock  of  the  Corporation  as  originally 
incorporated,  and  being  more  than  the  requisite  two-thirds 
of  the  said  capital  stock ;  that  no  votes  were  cast  against  the 
adoption  of  said  resolution,  and  that  the  same  is  the  whole 
vote  by  which  said  object  was  accomplished  ;  and  that  said 
capital  stock,  as  diminished,  is  greater  in  amount  than  the 
indebtedness  of  said  Corporation  ; 

That  all  of  the  essential  prerequisite  steps  and  proceed- 
ings in  the  matter  of  the  calling  and  the  holding  of  said 
meeting,  and  the  adoption  of  said  resolution,  and  of  the 
diminishing  of  said  capital  stock  as  effected,  or  authorized 
to  be  effected,  by  said  resolution,  hereinabove  recited,  are 
in  compliance  with  the  law  in  that  behalf  made  and  pro- 
vided, and  are  fully  set  forth  and  recorded  in  the  minute 
book  of  said  Corporation  ; 

And,  finally,  that  all  of  the  matters  and  facts  set  forth  in 
this  certificate  are  true. 

IN  WITNESS  WHEREOF,  we  have  hereunto  set  our  hands 
and  caused  the  corporate  seal  of  said  Corporation  to  be 
hereunto  affixed,  at  the  said  City  of  Santa  Ana,  County  of 
Orange,  and  State  of  California,  this  twelfth  day  of  April 
A.  D.  1899. 

Leopold  Blum, 

Chairman  of  the  above-mentioned  meeting. 
[CORPORATE  SEAL]  Casper  Friand. 

Secretary  of  the  above-mentioned  meeting. 
Hans  Brinker, 
Rip  Winkle, 
Van  Bibber, 

Directors  of  the  Santa  Ana  Hardware  Company,  and  con- 
stituting a  majority  of  the  Board  of  Directors  of  said 
Company. 
(Acknowledgment:  See  Form  No.  4.) 

«3 


1 86  NEW  SECRETARY'S  MANUAL. 

No.  55.— CERTIFICATE  OF  BONDED  INDEBTEDNESS. 

Certificate  of  Proceedings  at  Stockholders'  Meeting  Author- 
izing the  Creation  of  a  Bonded  Indebtedness  of  the 
Stockton  and  Kern  Railway  Company. 

KNOW  ALL  MEN  BY  THESE  PRESENTS  : 

That  we,  the  undersigned,  George  Skinner,  one  of  the 
Directors  of  the  Stockton  and  Kern  Railway  Company, 
and  Chairman  of  the  meeting  of  the  stockholders  of  said 
Company  held  on  the  i6th  day  of  June,  1899,  at  3 
o'clock  in  the  afternoon  of  said  day,  at  the  principal  place 
of  business  of  said  Company,  in  the  building  where  the 
Board  of  Directors  of  said  Company  usually  meets,  viz.,  at 
the  office  of  said  Company,  Number  32  Front  Street,  in  the 
City  and  County  of  San  Francisco,  in  pursuance  of  the 
notice  hereinafter  set  forth,  and  John  Jones,  the  Secretary 
of  said  Company  and  the  Secretary  of  said  meeting ;  and, 

That  we,  James  Buchanon,  Charles  Fredenburg,  and 
Daniel  McDonald,  who  are  Directors  of  said  Corporation, 
and  who  constitute  a  majority  of  the  Directors  of  said 
Company, 

Do  HEREBY  CERTIFY,  as  follows,  to  wit : 

That  the  said  Stockton  and  Kern  Railway  Company  is  a 
corporation,  which  was  duly  incorporated  and  organized 
under  the  laws  of  the  State  of  California,  on  or  about  the 
5th  day  of  October,  1897 ;  that  said  Corporation,  at  the 
said  date  of  incorporation,  had,  and  ever  since  said  date  has 
had,  a  capital  stock  of  six  million  dollars  ($6, 000,000);  divided 
into  sixty  thousand  (60,000)  shares  of  the  par  value  of  one 
hundred  dollars  ($100)  each,  and  that  at  all  the  times  here- 
inafter mentioned  fifty  thousand  (50,000)  shares  of  said 
stock  were  subscribed  and  issued  and  outstanding ; 

That  at  a  regular  meeting  of  the  Board  of  Directors  of 
the  Stockton  and  Kern  Railway  Company,  held  at  the  office 
of  said  Company  at  Number  32  Front  Street,  in  the  City 


NEW  SECRETARY'S  MANUAL.  187 

and  County  of  San  Francisco,  on  the  7th  day  of  April, 
A.  D.  1899,  the  following  resolution  was  duly  passed  and 
adopted  and  entered  upon  the  minutes  of  the  Corporation, 
to  wit : — 

"SAN  FRANCISCO,  April  7,  1899. 

"  Whereas,  It  is  the  sense  of  the  Directors  of  this  Corpora- 
tion that  this  Corporation  should  issue  its  bonds  to  be 
secured  by  a  mortgage  or  trust  deed  upon  its  railroad,  land, 
franchises,  and  all  other  property  acquired  or  to  be  acquired 
within  the  State  of  California,  for  the  sum  of  six  million 
dollars  ($6,000,000)  for  the  purpose  of  raising  money  to  com- 
plete the  construction  and  equipment  of  the  railroad  of  this 
Corporation  from  the  City  and  County  of  San  Francisco,  to 
the  town  of  Kern,  County  of  Kern,  State  of  California  ; 

"Now,  Therefore,  Be  it  resolved,  That  a  meeting  of 
the  stockholders  of  this  Corporation  be  called  for  the  pur- 
pose of  creating  a  bonded  indebtedness  as  hereinbefore 
specified,  and  that  such  meeting  be  held  at  the  principal 
place  of  business  of  the  Corporation,  which  is  the  building 
where  the  Board  of  Directors  usually  meets,  namely,  at 
32  Front  Street,  in  the  City  and  County  of  San  Francisco, 
State  of  California,  at  3  o'clock  on  the  i6th  day  of  June, 
1899,  and  the  Secretary'  is  hereby  directed  to  give  notice 
of  said  meeting  to  the  stockholders  of  this  Corporation  by 
publication  in  a  newspaper,  namely,  the  Call,  Chronicle, 
and  Examiner,  published  in  the  City  and  County  of  San 
Francisco,  State  of  California,  at  least  once  a  week,  for 
each  week,  until  the  i6th  day  of  June,  1899;  and  in  addition 
thereto,  said  Secretary  shall  mail  a  notice  to  each  of  the 
stockholders  whose  name  appears  on  the  Company's  books, 
sufficiently  addressed  to  his  place  of  residence,  if  known, 
and  if  not  known,  then  at  the  principal  place  of  business 
of  said  Corporation,  and  that  each  and  all  of  said  notices 
shall  be  mailed  to  said  stockholders  at  least  thirty  days  be- 
fore the  day  hereinbefore  appointed  for  such  meeting." 


1 88  NEW  SECRETARY'S  MANUAL. 

That  in  pursuance  of  said  resolution,  a  notice,  of  which 
the  following  is  a  copy,  to  wit : — 

"NOTICE  is  HEREBY  GIYEN  by  Order  of  the  Board  of 
Directors  of  the  Stockton  and  Kern  Railway  Company,  that 
a  meeting  of  the  stockholders  of  said  Company  has  been 
called  by  said  Board,  to  be  held  on  Tuesday,  the  i6th  day 
of  June,  1899,  at  3  o'clock  in  the  afternoon,  at  the  prin 
cipal  place  of  business  of  said  Company,  at  the  building 
where  the  said  Board  of  Directors  usually  meets,  namely, 
at  the  office  of  said  Company,  Number  32  Front  Street, 
in  the  City  and  County  of  San  Francisco,  in  the  State  of 
California;  that  the  object  of  said  meeting  is  to  consider 
and  act  upon  the  proposition  that  said  Company  create  a 
bonded  indebtedness  of  six  million  dollars  ($6,000,000)  in 
gold  coin  of  the  United  States,  for  the  purpose  of  raising 
money  to  complete  the  construction  and  equipment  of  the 
railroad  of  this  Corporation  from  the  City  and  County  of 
San  Francisco  to  the  Town  of  Kern,  in  the  County  of  Kern, 
State  of  California,  and  to  purchase  and  pay  for  any  other 
property  within  the  purposes  of  said  Company,  and  to  secure 
the  bonded  indebtedness,  so  proposed  to  be  created,  by  a 
mortgage  or  trust  deed  upon  the  railroad  and  railroad  lines 
and  other  property  of  said  Company  now  owned  or  here- 
after to  be  acquired  by  said  Company. 

"  By  order  of  the  Board  of  Directors  of  the  Stockton  and 
Kern  Railway  Company. 

[CORPORATE  SEAL]  "John  Jones, 

"Secretary  Stockton  and  Kern  Railway  Compay." 
was  published  as  specified  in  said  resolution  calling  said 
meeting,  viz.,  in  the  Call,  and  the  Chronicle,  and  in  the 
Examiner  (which  are  newspapers  published  daily  in  the 
City  and  County  of  San  Francisco  aforesaid),  at  least 
once  a  week,  for  each  week  from  the  said  7th  day  of 
April,  A.  D.  1899,  to  the  i6th  day  of  June,  A.  D.  1899,  m  a" 
respects  as  required  by  said  resolution,  and  by  law;  and  in 
addition  to  such  notice  by  publication  the  Secretary  of  said 


NEW  SECRETARY'S  MANUAL.  189 

Company,  in  pursuance  of  said  resolution,  addressed  a 
notice  to  each  of  the  stockholders  of  said  Corporation  (all 
of  whose  names  then  appeared  and  now  appear  on  the 
books  of  the  Corporation),  sufficiently  addressed  to  their 
respective  places  of  residence,  all  of  such  places  of  residence 
being  then  and  now  known,  and  mailed  said  respective 
notices  to  said  respective  stockholders,  by  depositing  in  the 
United  States  Post-office  at  said  San  Francisco,  envelopes 
containing  said  notices,  respectively,  each  properly  ad- 
dressed to  said  respective  stockholders,  and  each  with  the 
proper  postage  prepaid  thereon,  more  than  thirty  days 
before  the  said  i6th  day  of  June,  A.  D.  1899;  and, 

WE  FURTHER  CERTIFY  AND  DECLARE  : 

That  at  the  time  and  place  specified  in  said  notice,  to  wit, 
on  the  i6th  day  of  June,  A.  D.  1899,  at  3  o'clock  in  the  after- 
noon of  said  day,  at  the  principal  place  of  business  of  said 
Company,  in  the  building  where  the  Board  of  Directors  of 
said  Company  usually  meets,  viz.,  at  the  office  of  said  Com- 
pany, Number  32  Front  Street,  in  said  City  and  County  of 
San  Francisco,  State  of  California,  a  meeting  of  the  stock- 
holders of  said  Company  was  duly  and  regularly  held  in 
pursuance  of  said  notice,  and  the  following  proceedings 
were  had  thereat,  viz.: — 

That  the  meeting  was  duly  called  to  order  by  Mr.  George 
Skinner,  and  thereupon,  by  unanimous  vote,  the  said  Mr. 
George  Skinner  was  elected  Chairman  of  said  meeting,  and 
he  thereupon  accepted  the  office  and  presided  as  the  Chair- 
man of  said  meeting;  and  that  Mr.  John  Jones,  the  Secretary 
of  said  Company,  was  duly  elected  as  Secretary  of  said 
meeting  and  acted  as  the  Secretary  thereof ; 

That  the  amount  of  stock  of  said  Company  represented  at 
said  meeting,  as  ascertained  upon  roll  call,  was  fifty  thou- 
sand (50,000)  shares; 

That  the  said  Chairman  stated  it  appeared,  from  proofs 
adduced  at  said  meeting,  that  all  essential  prerequisite  steps 
and  proceedings  in  the  matter  of  creating  a  bonded  indebt- 


i QO  NEW  SECRETARY'S  MANUAL. 

edness  of  this  Corporation  in  the  amount  specified  in  said 
notice,  had  been  taken,  and  that  same  were  regular  and  in 
compliance  with  the  law  in  that  behalf  made  and  provided; 
and  the  said  Chairman  then  fully  explained  the  object  of 
said  meeting,  as  specified  in  said  notice,  and  thereupon  the 
following  resolution  was  duly  moved  by  Mr.  Alfred  Berg, 
and  duly  seconded  by  Mr.  Richard  Bambanner,  to  wit: — 

"  Resolved,  That  a  bonded  indebtedness  of  the  Stockton 
and  Kern  Railway  Company  to  the  amount  of  six  millions 
of  dollars,  in  gold  coin  of  the  United  States  of  the  present 
standard  of  weight  and  fineness,  be  created  for  the  purpose 
of  constructing,  acquiring,  completing  and  equipping  its 
railroad  and  railroad  lines,  and  all  else  relative  thereto,  and 
of  paying  and  discharging  all  debts  and  contracts  incurred 
in  or  about  such  construction,  completion  and  equipment, 
and  all  else  relative  thereto,  and  for  the  purchase  of  prop- 
erty within  the  purposes  of  said  Corporation;  and  that  such 
bonded  indebtedness  be  represented  by  six  thousand  bonds 
of  said  Company  in  the  sum  or  denomination  of  one  thou- 
sand dollars  each,  negotiable  in  form,  payable  on  the  ist 
day  of  October,  A.  D.  1940;  or,  if  default  be  made  in  the 
payment  of  any  installment  of  interest  on  any  of  said  bonds 
when  the  same  shall  be  payable  and  payment  thereof  shall 
be  demanded  in  writing,  and  such  installment  of  interest 
shall  remain  unpaid  for  six  months  after  such  demand,  the 
whole  amount  of  principal  of  said  bonds  shall  become  due 
and  payable;  said  bonds  to  bear  interest  at  the  rate  of  five 
per  cent  per  annum,  payable  semiannually,  in  gold  coin, 
above  mentioned,  on  the  ist  day  of  October  and  the  ist 
day  of  April  of  each  year,  either  at  the  office  of  said  Com- 
pany in  the  City  and  County  of  San  Francisco,  or  at  the 
office  of  its  financial  agency  in  the  City  of  New  York;  and, 

"Resolved  further,  That  such  bonded  indebtedness  be 
secured  by  a  deed  of  trust  of  the  railroad  and  railroad  lines 
of  said  Company,  and  all  the  franchises  and  rights  of  every 
kind  and  nature  whatsoever  which  the  Company  now  has, 


NEW  SECRETARY'S  MANUAL.  191 

and  which  it  may  hereafter  acquire;  which  deed  of  trust 
shall  be  to  such  trustee  or  trustees,  and  with  such  provis- 
ions, and  upon  such  terms  and  conditions,  and  under  such 
regulations  and  restrictions,  as  the  Board  of  Directors  of  the 
Company  shall  deem  proper;  and, 

"  Resolved  Further,  That  the  Board  of  Directors  of  the 
Company  be,  and  it  is  hereby  authorized,  empowered,  and 
directed  to  take  any  and  all  steps  that  it  shall  deem  neces- 
sary or  proper  in  or  about  the  making,  execution,  issuance, 
and  disposal  of  said  bonds,  and  the  execution  and  delivery 
of  said  deed  of  trust." 

And,  after  discussion,  the  said  motion,  so  moved  and 
seconded  as  aforesaid,  was  duly  put  and  was  duly  carried, 
and  said  resolution  was  duly  passed  and  adopted  by  said 
meeting  by  the  following  vote : — 

VOTE  UPON  SAID  RESOLUTION  : 

The  following  persons,  viz.,  Eric  Browing,  J.  P.  Grant, 
Alfred  Berg,  and  Silas  Tweddle,  who  were  all  present  in 
person  at  said  meeting,  and  who  then  and  there  were,  and 
for  more  than  ten  days  next  prior  to  said  meeting  had  been, 
bona-fide  joint  owners  and  holders  of  twenty-three  thousand 
eight  hundred  and  five  (23,805)  shares  of  the  capital  stock  of 
said  Railway  Company,  and  in  whose  joint  names  all  of  said 
twenty-three  thousand  eight  hundred  and  five  shares  then  and 
there  stood  upon  the  books  of  said  Company,  and  had  so 
stood  upon  said  books  for  more  than  ten  days  next  prior  to 
said  meeting,  voted  all  of  said  shares  in  the  affirmative  and 
in  favor  of  the  passage  and  adoption  of  said  resolution. 

And  each  of  the  following  persons,  viz.,  Charles  Freden- 
burg,  James  Buchanon,  Daniel  McDonald,  and  George 
Skinner,  each  of  whom  was  present  in  person  at  said  meet- 
ing, and  each  of  whom  then  and  there  was  and  for  more 
than  ten  days  next  prior  to  said  meeting  had  been  a  bona- 
fide  owner  and  holder  of  fifty  (50)  shares  of  the  capital  stock 
of  said  Company,  and  each  of  whom  had  at  and  during  all 


IQ2        NEW  SECRETARY  S  MANUAL. 

of  said  time  his  said  fifty  shares  standing  in  his  own  name 
upon  the  books  of  said  Company,  voted  respectively  all  oi 
his  said  respective  stock  in  the  affirmative  and  in  favor  of 
the  passage  and  adoption  of  said  resolution. 

And  Henry  Hoskins,  who  then  and  there  was  and  for 
more  than  ten  days  next  prior  to  said  meeting  had  been  a 
bona- fide  owner  and  holder  of  fifty  (50)  shares  of  the  capital 
stock  of  said  Company,  and  in  whose  name  all  of  said  fifty 
shares  then  and  there  stood  upon  the  books  of  the  Company, 
and  for  more  than  ten  days  next  prior  to  said  meeting  had 
so  stood  upon  the  books  of  said  Company,  and  who  was  not 
present  in  person  at  said  meeting,  but  who  was  represented 
thereat  by  his  attorney  and  proxy,  Silas  Tweddle,  voted  all 
of  said  fifty  shares,  by  and  through  his  said  attorney  and 
proxy,  Silas  Tweddle  (who  was  present  at  said  meeting),  in 
the  affirmative,  and  in  favor  of  the  passage  and  adoption  of 
said  resolution. 

Said  proxy  from  said  Henry  Hoskins  to  said  Silas  Tweddle 
was   in   writing,  duly  executed  by  said  Hoskins,  and  filed 
with  the  Secretary,  and  was  and  is  in  the  words  and  figures 
as  follows  : — 
"KNOW  ALL  MEN  BY  THESE   PRESENTS: 

"That  I,  the  undersigned,  Henry  Hoskins,  a  stockholder 
in  the  Stockton  and  Kern  Railway  Company,  having  stock 
in  my  own  name  upon  the  books  of  the  Company,  have 
made,  constituted,  and  appointed,  and  by  these  presents 
do  make,  constitute  and  appoint,  Silas  Tweddle  my  true 
and  lawful  attorney  and  proxy  (with  full  power  of  substitu- 
tion and  revocation)  for  me  and  in  my  name,  and  in  my 
place,  and  stead,  'and  as  my  proxy,  to  vote  all  shares  of 
stock  standing  in  my  name  upon  the  books  of  the  Company 
at  a  meeting  of  stockholders  of  said  Company  to  be  held  in 
the  City  of  San  Francisco,  on  the  i6th  day  of  June,  A.  D. 
1899,  or  at  any  adjournment  thereof,  and  at  any  and  all 
meetings  whatsoever,  upon  the  proposition  stated  in  the 
notice  of  such  meeting,  and  upon  any  modification,  change, 


NEW  SECRETARY'S  MANUAL.  193 

or  amendment  thereof,  and  upon  any  and  all  propositions 
and  questions  whatsoever,  whether  stated  or  referred  to  in 
any  notice  or  meeting  or  not,  with  all  the  powers  I  would 
have  if  personally  present. 

"Hereby  ratifying  and  confirming  whatever  my  said  at- 
torney or  his  substitute  or  substitutes  shall  lawfully  do  in 
the  said  matter. 

"  IN  TESTIMONY  WHEREOF,  I  have  hereunto  set  my  hand 
and  seal  this  gth  day  of  June,  A.  D.  1899. 

"Hem y  Hoskins.     [SEAL]" 

(Repeat  for  each  proxy.) 

That  the  said  stock  of  said  stockholders  above  mentioned, 
so  represented  at  said  meeting  and  voted  in  the  affirmative 
and  in  favor  of  the  passage  and  adoption  of  said  resolution, 
as  aforesaid,  constituted  more  than  two-thirds,  to  wit,  all  of 
the  subscribed  stock  of  said  Corporation;  that  no  shares  of 
said  stock  were  voted  in  the  negative  or  against  the  passage 
and  adoption  of  said  resolution ; 

Whereupon  the  Chairman  declared  that  the  owners  and 
holders  of  more  than  two-thirds,  to  wit,  all  of  the  fifty  thou- 
sand (50,000)  shares  of  the  subscribed  capital  stock  of  the 
Corporation  had  voted  in  favor  of  the  adoption  of  said 
resolution,  and  that  the  said  resolution  had  been  adopted  by 
the  vote  of  all  of  the  stockholders  of  the  Corporation ; 

That  all  of  the  matters  and  things  hereinabove  set  forth 
appear  of  record  in  the  minutes  of  the  said  meetings  of  the 
Board  of  Directors  and  of  the  stockholders  of  said  Corpora- 
tion as  said  minutes  are  preserved  in  the  records  of  said 
Corporation;  and, 

WE  FURTHER  CERTIFY: 

That  by  the  proceeding  aforesaid,  a  bonded  indebtedness 
to  the  amount  of  six  million  of  dollars  in  gold  coin  of  the 
United  States  of  America,  of  the  present  standard  of  weight 
and  fineness,  has  been  created,  or  authorized  to  be  created, 


194  NEW  SECRETARY'S  MANUAL. 

and  that   the  creation    of  said  bonded   indebtedness  was 
accomplished  by  the  vote  of  all  of  the  subscribed  stock  of 
said  Corporation  as  aforesaid;  and, 
WE  FURTHER  CERTIFY: 

That  all  of  the  stockholders  of  said  Corporation  were 
present  at  said  meeting,  either  in  person  or  by  proxy,  as 
above  stated,  and  signed  upon  the  record  of  said  meeting 
in  the  books  of  said  Corporation,  a  consent  to  said  meeting 
and  to  all  of  the  proceedings  had  and  done  thereat,  which 
consent  is  as  follows : — 
"KNOW  ALL  MEN  BY  THESE  PRESENTS: 

"  That  we,  the  undersigned,  being  the  holders  of  all  of  the 
subscribed  capital  stock  of  the  Stockton  and  Kern  Rail- 
way Company,  and  each  holding  the  number  of  shares  of  said 
stock  set  opposite  our  respective  signatures,  hereby  consent 
to  the  meeting  of  said  stockholders  of  said  Company,  called 
for  the  creation  of  a  bonded  indebtedness  of  said  Company 
in  the  sum  of  six  millions  of  dollars  in  gold  coin  of  the 
United  States  of  the  present  standard  of  weight  and  fine- 
ness, and  agree  that  said  meeting  shall  be  held  immediately, 
to  wit,  at  3  o'clock  in  the  afternoon  of  this,  the  i6th  day  of 
June,  1899,  at  the  office  of  said  Company,  No.  32  Front 
Street,  in  the  City  and  County  of  San  Francisco,  and  we 
hereby  consent  to  all  of  the  proceedings  to  be  had  and  done 
at  said  meeting. 

"George  Skinner  (holding  50  shares), 

"  Charles  Fredenburg  (holding  50  shares)," 

Etc.,  etc. 
AND  WE  FURTHER  CERTIFY: 

That  the  above  signatures  to  said  consent  last  above  set 
forth  are  the  genuine,  original  signatures  of  said  stockholders, 
as  they  purport  to  be  ;  and  that  the  said  consent,  as  re- 
corded on  the  books  of  the  Company,  was  and  is  also  signed 
with  the  genuine,  original  signatures  of  all  of  above  stock- 
holders as  above  shown;  also,  that  all  of  the  matters  and  facts 
set  forth  and  made  known  in  this  certificate  are  true. 


NEW  SECRETARY'S  MANUAL.  195 

IN  WITNESS  WHEREOF,  we  have  hereunto  set  our  hands 
and  caused  the  corporate  seal  of  said  Corporation  to  be 
hereunto  affixed,  at  the  City  and  County  of  San  Francisco, 
State  of  California,  this  sixteenth  day  of  June,  A.  D.  1899. 

George  Skinner, 

Chairman  of  the  above-mentioned  meeting. 
[CORPORATE  SEAL]  John  Jones, 

Secretary  of  the  above-mentioned  meeting. 

James  Buchanan, 
Charles  Fredenburg, 
Daniel  McDonald, 

Directors  of  the  Stockton  and  Kern  Railway  Company,  and 
constituting  a  majority  of  the  Board  of  Directors  of 
said  Company. 
(Acknowledgment:  See  Form  No.  4.) 


No.  56.— PETITION  FOR    CHANGE   OF   CORPORATE 

NAME. 

In  the  Superior  Court  of  the  County  of  San  Francisco, 
State  of  California. 

In  the  matter  of  the  application  of  the  Bank  of  San  Fran- 
cisco, a  Corporation,  for  a  change  of  its  name.  No. , 

Petition . 

Now  comes  the  Bank  of  San  Francisco,  a  corporation,  and 
by  a  majority  of  its  Board  of  Directors,  duly  authorized 
thereto,  respectfully  shows  to  your  Honorable  Court: — 

ist.  That  said  Bank  of  San  Francisco  is  a  Corporation 
duly  organized  and  existing  under  the  laws  of  the  State  oi 
California; 

That  it  was  organized  under  said  laws  on  the  loth  day  of 
October,  A.  D.  1886,  for  the  purpose  of  engaging  in  general 
banking  business;  and  since  the  said  date  it  has  been  and 
is  now  engaged  in  carrying  on  said  business  in  the  city  of 


196  NEW  SECRETARY'S  MANUAL. 

San  Francisco,  County  of  San  Francisco,  and  State  of  Cali- 
fornia, with  its  principal  place  of  business  in  what  is  known 
as  the  Briggs1  Block,  in  said  city,  county  and  state; 

And  that  its  present  Board  of  Directors  is  composed  of 
five  members,  and  their  names  are  as  follows :  Samuel  Simp- 
son, Joab  Jordan,  N.  O.  Stine,  T.  W.  Chites  and  James 
G or  ham. 

ad.  That  it  was  organized  under  the  name  of  Bank  of  San 
Francisco,  and  since,  hitherto,  that  has  been  and  it  now  is 
its  present  name. 

3d.  That  it  is  now  proposed  by  said  Corporation  that  its 
name  be  changed  from  its  present  name  of  Bank  of  San 
Francisco  to  the  name  of  American  Banking  Company. 

4th.  That  the  reason  for  such  change  of  name  and  why 
your  petitioners  propose  the  same,  is  as  follows  : — 

(1)  That  the  name,  Bank  of  San  Francisco,  is  one  among 
the  names  of  a  number  of  banks  in  the  City  of  San  Francisco 
having  the  words  "  San  Francisco  "  for  a  part  of  its  name. 
And  it  has  been  found  that  some  confusion  arises  in  the 
minds  of  strangers  as  to  the  identity  of  the  several  banks 
having  such  words  for  a  part  of  their  names. 

(2)  That  the  name  Bank  of  San  Francisco  has  been  found 
to  suggest  to  those  unacquainted  with  its  business,  and  the 
scope  thereof,  the  idea  that  it  is  devoted  solely  and  exclu- 
sively to  banking  matters  and  business  in  the  city,  or  con- 
nected with  the  city;  and  to  suggest  the  idea  further  that  it 
is  not  carrying  on  a  general  banking  business  with  the  world 
at  large,  or  with  whomsoever  may  call  upon  it  to  deal. 

(3)  That  the  proposed  name,  American   Banking   Com- 
pany, contains  no  such  suggestion,   that    the    corporation 
bearing  it  is  a  small  or  local  affair. 

(4)  That  your  petitioners  have  made  inquiry  and  ascer- 
tained from  the  Secretary  of  State  that  there  is  no  corpora- 
tion in  the  State  of  California  that  has  ever  selected  the 
name  American  Banking  Company  for  its  name. 


NEW  SECRETARY'S  MANUAL.  197 

(5)  That  in  the  opinion  of  your  petitioners  the  proposed 
name  has  none  of  the  objections,  and  will  not  encounter  any 
of  the  objections,  that  have  heretofore  occurred  to  the 
present  name  of  said  Corporation;  and, 

Lastly,  That,  in  the  opinion  of  your  petitioners,  the  pro- 
posed name  is  a  most  excellent  and  desirable  one,  and  one 
which  will  be  more  advantageous  and  beneficial  to  the  said 
Corporation  and  its  stockholders  than  the  present  name  it 
bears. 

5th.  That  at  a  special  meeting  of  the  Board  of  Directors 
of  said  Corporation,  Bank  of  San  Francisco,  duly  and  regu- 
larly called  and  held  on  the  nth  day  of  October,  A.  D.  1886, 
by  resolution  duly  adopted  and  entered  in  the  journal  of  its 
proceedings,  it  was  resolved  that  these  proceedings  be  in- 
augurated for  the  purpose  of  procuring  the  aforesaid  change 
of  name. 

Wherefore,  Your  petitioners  pray  that  your  Honorable 
Court  will  appoint  a  time  for  hearing  this  application;  and 
that  in  your  order  appointing  such  time,  you  designate  a 
newspaper  in  which  publication  of  this  notice  may  be  had, 
for  a  period  of  four  weeks,  prior  to  said  day  of  hearing ; 

And  that  upon  the  said  hearing  your  Honorable  Court 
make  an  order  changing  the  name  of  said  Corporation, 
the  Bank  of  San  Francisco,  to  that  of  American  Banking 
Company. 

Joab  Jordan, 
N.  O.  Stine, 
Samuel  Simpson, 
T.  W.  Chiles, 
James  Gorham, 
Directors  of  Bank  of  San  Francisco,  a  Corporation. 

Eli  Black, 
Attorney  for  petitioner. 


198  NEW  SECRETARY'S  MANUAL. 


CORPORATE  CONTRACTS, 
DEEDS  AND  NOTES. 


Contracts. — Contracts  Ultra  Vires. — Deeds. — Ratification. 
— Estoppel.  —  Corporate  Notes.  —  Mining  Ground. — 
Securing  Consent  of  Stockholders. 

It  is  well  settled  that  contracts  of  corporations 
stand  upon  the  same  footing  as  those  of  natural  per- 
sons, and  depend  upon  the  same  circumstances  for 
their  validity  and  effect.  The  doctrine  of  ratification 
and  estoppel  is  as  applicable  to  corporations  as  to 
individuals. 

An  executory  contract,  made  without  authority, 
can  not  be  enforced;  but  where  a  contract  has  been 
executed,  and  the  corporation  has  had  the  benefit  of 
it,  the  validity  of  the  contract  can  not  be  called  in 
question. 

A  contract,  regular  on  its  face,  and  executed  by  the 
President  and  Secretary  of  a  corporation,  for  a  pur- 
pose within  the  scope  of  its  business,  is  prima  facie 
evidence  of  their  authority  to  execute  it,  and  the  cor- 
poration can  not  escape  liability  thereon  by  reason  of 
(198) 


NEW  SECRETARY'S  MANUAL.  199 

the  fact  that  the  requisite   authority  had   not  been 
conferred  in  due  form. 

A  corporation  can  only  be  bound  by  corporate  acts. 
An  undertaking  by  all  of  the  stockholders,  acting  as 
individuals,  severally,  in  behalf  of  a  corporation,  will 
not  bind  it.  Where  joint  action  is  required,  by  law, 
individual  action  is  of  no  avail. 

A  distinct  impression  of  the  seal  on  the  instrument 
itself  is  sufficient  ensealing  of  an  instrument. 

A  contract  which  is  outside  of  the  objects  for  which 
the  corporation  was  created,  and  beyond  the  powers 
conferred  upon  the  corporation  by  the  legislature,  is 
said  to  be  ultra  vires.  Such  a  contract  is  wholly  void 
and  can  not  be  ratified  by  either  party  because  it 
could  not  have  been  authorized  by  either.  The 
doctrine  of  ultra  vires  rests  upon  three  distinct 
grounds:  The  obligation  of  any  one  contracting  with 
a  corporation  to  take  notice  of  the  legal  limits  of  its 
powers;  the  interest  of  the  stockholders  not  to  be 
subject  to  risks  which  they  have  never  undertaken; 
and,  above  all,  the  interest  of  the  public  that  the  cor- 
poration shall  not  transcend  the  powers  conferred 
upon  it  by  law. 

A  title  by  deed,  to  be  good,  must  be  one  which  is 
free  from  litigation,  palpable  defects,  and  grave  doubts; 
should  consist  of  both  legal  and  equitable  titles,  and 
should  be  fairly  deducible  of  record.  A  deed  or 
other  instrument  of  a  corporation  which  is  to  be 


2OO  NEW   SECRETARY  S    MANUAL. 

recorded,  should  show  affirmatively  that  the  officers 
executing  it  were  authorized  by  the  Board  of  Direc- 
tors or  Trustees  to  execute  the  instrument.  This 
may  be  done  by  reference  to,  or  by  recital  of,  the 
resolution  of  authorization;  the  reference  alone  is 
sufficient  where  the  company  has  a  corporate  seal  and 
the  seal  is  affixed;  but  to  support  the  deed  of  a 
corporation  which  is  without  a  corporate  seal,  it  is 
incumbent  on  the  party  relying  on  it  to  show 
affirmatively  that  it  was  executed  by  the  authority  of  a 
resolution  of  the  Board  of  Directors  or  Trustees,  or 
that  it  was  ratified  by  such  resolution. 

Neither  the  President  nor  the  Secretary,  by  virtue 
of  his  office,  has  the  power  to  convey  or  mortgage 
the  corporate  property,  nor  have  they  both  together 
the  power  which  neither  has  separately.  The  stock- 
holders have  no  such  power.  The  powers  of  the 
corporation  must  be  exercised,  and  its  property  con- 
trolled, by  the  Board  of  Directors  or  Trustees.  The 
board  must  be  duly  assembled,  and  their  transactions 
should  be  recorded.  The  Directors,  when  not  acting 
as  a  board,  have  not  the  necessary  power. 

The  power  of  a  corporation  to  sell  is  coextensive 
with  its  power  to  purchase;  or,  rather,  whatever  it 
owns,  or  can  own,  it  can  dispose  of,  being  itself  the 
judge  in  each  instance  as  to  the  circumstances  and 
inducements  under  which  it  will  exercise  the  power. 

The  deed  of  a  private  corporation,  apparently  regu- 


NEW   SECRETARY  S    MANUAL.  2OI 

lar,  executed  in  pursuance  of  the  powers  conferred  by 
its  charter,  under  the  corporate  seal,  and  attested  by 
the  signatures  of  the  officers  upon  whom  the  control 
of  its  affairs  devolves,  by  law,  is  the  most  direct, 
formal  and  solemn  assurance  that  can  possibly  be 
given  by  those  authorized  to  give  assurances. 

As  the  Secretary  or  other  officer  of  a  corporation 
may  have  occasion  to  introduce  into  a  deed,  lease,  or 
other  written  instrument,  a  resolution  authorizing  the 
making  and  execution  of  such  instrument  by  officers 
of  the  corporation,  it  has  been  thought  best  to  show 
in  these  pages  the  manner  and  form  of  such  intro- 
duction. 

This  Indenture,  made  this  ijth  day  of  August,  in  the  year 
of  our  Lord  one  thousand  eight  hundred  and  eighty-eight, 
by  and  between  the  Victor  Coal  Company,  a  corporation, 
organized  and  existing  under  the  laws  of  the  State  of  Cali- 
fornia, having  its  office  and  principal  place  of  business  at 
Elsinore,  San  Diego  County,  California,  the  party  of  the 
first  part,  and  Hugo  Holmes,  of  the  Town  of  Elsinore, 
County  and  State  aforesaid,  the  party  of  the  second  part, 

Witnesseth:  That,  Whereas,  A  certain  resolution  was  duly 
passed  and  adopted  by  the  Board  of  Directors  of  the  Victor 
Coal  Company,  at  a  regular  meeting  of  said  board,  held  on 
the  fifth  day  of  August,  A.  D.  1888,  which  resolution  is  in  the 
words  and  figures  following,  to  wit: 

(Resolution.) 

(Here  give  description.) 

Now,  therefore,  in  pursuance  of  the  resolution  aforesaid, 
and  in  consideration  of  one  thousand  dollars,  gold  coin  of 
the  United  States  of  America,  to  it  in  hand  paid  by  the  said 

H 


2O2  NEW   SECRETARY  S    MANUAL. 

party  of  the  second  part,  the  receipt  whereof  is  hereby 
acknowledged,  the  said  party  of  the  first  part  has  granted, 
etc.,  etc. 


TESTATUM   CLAUSE. 

In  Witness  Whereof,  The  corporation  aforesaid,  party  of 
the  first  part  hereto,  has  hereunto  caused  its  corporate  name 
to  be  subscribed  and  its  corporate  seal  affixed,  by  its  Presi- 
dent and  its  Secretary,  the  day  and  year  herein  first  above 
written,  said  officers  of  said  corporation  being  thereunto 
duly  authorized  by  the  resolution  of  its  Board  of  Directors 

hereinabove  recited. 

Victor  Coal  Company. 

By  its  President,  John  Doyle. 
[SEAL]  By  its  Secretary,  Stephen  Jones. 

Whenever  a  state,  county,  corporation,  partnership 
or  person  has  power  originally  to  do  a  particular 
thing,  it  has  the  power  to  ratify  and  make  valid  an 
attempted  effort  to  do  such  thing,  although  the  same 
may  have  been  done  ever  so  defectively,  informally, 
and  even  fraudulently  in  the  first  instance.  Ratifi- 
cation need  not  be  manifested  by  a  vote,  or  formal 
resolution,  or  be  authenticated  by  the  seal  of  the  cor- 
poration. It  will  be  inferred  from  failure  to  promptly 
disavow  the  act  when  it  comes  to  the  knowledge  of 
the  corporation.  Ratification  usually  requires  some 
positive,  assertive  act,  and  in  making  affirmance  or 
disaffirmance,  the  ratifiers  must  have  had  an  oppor- 
tunity to  act,  and  to  act  with  perfect  freedom,  and 
must  also  have  been  fully  advised  of  all  material  facts 


NEW  SECRETARY'S  MANUAL.  203 

in  the  case.  In  order  that  acquiescence  alone  should 
become  ratification,  the  delay  must  be  so  long  con- 
tinued that  it  can  be  accounted  for  only  on  the  theory 
that  there  has  been  some  affirmative  act. 

The  principle  of  estoppel  has  its  foundation  in  a 
wise  and  salutary  policy.  It  promotes  fair  dealing  and 
is  a  means  of  repose.  If  one  man  knowingly,  though 
he  does  it  passively  by  looking  on,  suffers  another  to 
purchase  and  expend  money  on  land  under  an  erron- 
eous opinion  of  title,  without  making  known  his  own 
claim,  he  shall  not  afterwards  be  permitted  to  exer- 
cise his  legal  rights  against  such  person.  It  would  be 
an  act  of  fraud  and  injustice,  and  his  conscience  is 
bound  by  this  equitable  estoppel. 

In  executing  a  corporate  note,  the  name  of  the  cor- 
poration should  first  be  signed,  as  the  principal,  to  be 
followed  by  the  names  and  titles  of  the  officers,  as 
agents.  The  name  of  a  corporation,  so  placed,  raises 
the  implication  of  a  corporate  liability.  To  so  place 
it  requires  the  hand  of  an  agent.  The  name  of  an 
officer  of  such  corporation,  to  which  name  the  official 
title  is  appended,  put  beneath  the  corporate  name, 
implies  the  relation  of  principal  and  agent.  It  means 
that  inasmuch  as  every  corporate  act  must  be  done  by 
a  natural  person,  this  person  is  the  agent  by  whose 
hand  the  corporation  did  the  particular  thing. 

The  acquisition,  mortgaging  or  disposition  by  a 
mining  corporation  of  the  whole  or  any  part  of  its 


204  NEW    SECRETARY  S    MANUAL. 

mining  ground,  must,  under  the  California  statutes, 
be  ratified  by  the  holders  of  at  least  two-thirds  of  the 
capital  stock  of  such  corporation.  Such  ratification 
may  be  made  in  writing,  signed  and  acknowledged  by 
the  stockholders,  or  by  resolution  duly  adopted  at  a 
meeting  of  stockholders  called  for  that  purpose.  The 
proper  way  is  to  attach  the  certificate  of  ratification  to 
the  instrument  whereby  the  mining  ground  is  acquired 
or  disposed  of,  prior  to  the  recording  of  such  instru- 
ment, thus  making  the  title  clear  as  to  the  action  of 
the  stockholders.  The  manner  in  which  such  ratifi- 
cation is  made  is  shown  in  form  No.  58. 

If  it  is  not  possible  to  secure  the  written  consent  oi 
all  the  stookholders  individually  to  a  proposed  action 
requiring  such  assent,  thereby  making  the  assent 
unanimous,  the  assent  in  writing  of  a  majority  should 
be  obtained  at  a  meeting,  due  and  legal  notice  of 
which  had  been  given  to  every  stockholder,  thus 
affording  each  stockholder  an  opportunity  to  be  pres- 
ent, either  in  person  or  by  proxy,  and  have  a  voice 
in  the  proceedings  of  such  meeting;  otherwise,  any 
absent  or  non-assenting  stockholder  will  not  be  bound 
by  the  action  of  a  majority,  no  matter  how  large. 

In  cases  where  the  statute  provides  that  the  written 
consent  of  the  holders  of  two-thirds  of  the  capital 
stock  shall  be  obtained,  prior  to  the  doing  of  an  act 
requiring  such  written  assent,  the  best  practice  is  to 
secure  the  written  consent  of  all  the  stockholders, 
thereby  avoiding  any  possible  dissent. 


NEW  SECRETARY'S  MANUAL.  205 

No.   57.— CORPORATION    NOTE,   WITH   PLEDGE   OF 
STOCK  AND  POWER  OF  ATTORNEY. 

ELSINORE,  San  Diego  County,  California,  1 
$5,000.00.  June  loth,  1892.     j 

For  value  received  the  Victor  Coal  Company,  a  corpora- 
tion, organized  and  existing  under  the  laws  of  the  State  of 
California,  and  having  its  principal  place  of  business  at  Elsi- 
nore,  San  Diego  County,  California,  promises  to  pay  to  the 
American  Bank,  or  order,  one  year  after  date,  without  grace, 
five  thousand  dollars,  at  the  office  of  said  American  Ban^-, 
in  the  city  of  San  Francisco,  California,  with  interest  from 
date  until  paid,  at  the  rate  of  ten  per  cent  per  annum,  in- 
terest payable  monthly,  and  if  not  so  paid,  to  be  com- 
pounded monthly;  all  payments  of  both  principal  and  inter- 
est to  be  made  only  in  gold  coin  of  the  Government  of  the 
United  States  of  America. 

Victor  Coal  Company , 

By  its  President,  John  Doyle. 

By  its  Secretary,  Stephen  Jonet. 
[CORPORATE  SEAL] 

And  said  Victor  Coal  Company  hereby  transfers  and  de- 
posits with  Andrew  Branch,  the  President  of  said  Bank,  as 
collateral  security  for  the  payment  of  the  above  promissory 
note,  and  the  interest  and  expenses  which  may  accrue 
thereon,  the  following  personal  property,  of  which  it  is  the 
sole  owner,  namely:  one  hundred  shares  of  the  capital  stock 
of  the  Clearwater  Prospecting  Company,  also  a  corporation, 
organized  under  the  laws  of  the  State  of  California,  and 
having  its  principal  place  of  business  at  Elsinore,  county 
and  State  aforesaid,  evidenced  by  certificate  No.  52  of  the 
capital  stock  of  said  Clearwater  Prospecting  Company,  is- 
sued at  the  request  and  direction  of  said  Victor  Coal  Com- 
pany to  and  in  the  name  of  Andrew  Branch,  pledge  holder, 
to  be  held  by  said  Andrew  Branch,  as  such  pledge  holder, 
for  the  purpose  of  securing  the  payment  of  said  note.  And 


206  NEW  SECRETARY'S  MANUAL. 

it  is  agreed  that  said  American  Bank  shall  have  the  right 
to  collect  all  dividends  upon  any  shares  of  stock  thereby 
transferred  and  to  apply  them  to  the  debt  hereby  secured 
and  to  pay  all  assessments  w'  ich  shall  be  levied  on  said 
stock,  and  that  all  sums  so  paid  for  assessments  shall  bear 
interest  at  the  rate  aforesaid  and  be  secured  thereby. 

And  said  Victor  Coal  Company  hereby  gives  said  Ameri- 
can Bank  a  further  lien  on  such  other  or  further  collaterals 
as  it  may  hereafter  give  for  securing  any  other  note  or  notes. 

In  case  of  non-payment  of  said  promissory  note,  or 
the  interest  thereon  when  due,  the  said  Victor  Coal  Com- 
pany hereby  appoints  and  constitutes  said  Andrew  Branch, 
the  President  of  said  American  Bank,  its  attorney  irrevo- 
cable, with  power  of  substitution,  to  sell  at  any  time  after 
said  note  or  interest  is  due,  without  any  previous  demand, 
and  with  or  without  notice,  at  his  option,  the  whole  or  any 
part  of  said  security,  either  at  public  or  private  sale,  at  his 
discretion,  and  to  deliver  the  same  to  the  purchaser  or 
purchasers  thereof;  and  the  proceeds  of  such  sale  to  be 
applied  to  the  payment  of  the  above  promissory  note, 
interest  due,  assessments,  expenses  of  sale,  all  law  ex- 
penses, counsel  fees,  fees  for  advice  of  counsel,  and  all 
other  expenses  or  costs  incurred  or  paid  by  said  American 
Bank  in  respect  of  said  note  or  security,  together  with  the 
usual  per  cent  commission  on  sales  ;  and  any  surplus  after 
payment  of  said  note,  interest,  assessements,  commission 
and  expenses,  to  be  subject  to  the  order  of  said  Victor 
Coal  Company.  In  like  manner,  said  Victor  Coal  Com- 
pany agrees  to  pay  on  demand,  to  said  American  Bank,  its 
successors  or  assigns,  whatever  deficit  may  result  in  the 
settlement  of  the  above  accounts. 

Should  any  such  sale  be  made,  said  American  Bank, 
directly,  or  in  the  name  of  any  other  person,  sha'l  have  the 
right  to  purchase. 

In  case  of  the  deterioration  of  any  of  the  above  securities., 
or  fall  in  the  market  value  of  the  same,  the  said  Victor  Coal 


NEW  SECRETARY'S  MANUAL.  207 

Company  hereby  promises  and  agrees  to  reduce  the  amount 
of  the  debt,  or  to  increase  the  security  in  proportion  to  such 
deterioration  or  decrease  of  value;  and  to  increase  the 
security  or  reduce  the  amount  of  the  debt  at  any  time,  and 
in  whatever  proportion  said  American  Bank  may  desire; 
and  in  default  of  which,  this  note  is  to  be  considered  im- 
mediately due  under  the  above  stipulation. 

In  Witness  Whereof,  The  said  Victor  Coal  Company  has 
hereunto  caused  this  instrument  to  be  executed  in  its  name, 
on  its  behalf  and  under  its  corporate  seal,  and  by  its 
President  and  its  Secretary',  this  tenth  day  of  June,  A.  D. 
1892. 

Victor  Coal  Company. 

By  its  President,  John  Doyle. 
[CORPORATE  SEAL]  By  its  Secretary,  Stephen  Jones. 


No.  58.— RATIFICATION  BY  STOCKHOLDERS  OF  DIS- 
POSAL OF  MINING  GROUND. 

(To  be  attached  to  deed,  lease,  etc.) 
KNOW  ALL  MEN  BY  THESE  PRESENTS: 

That,  Whereas,  The  Victor  Coal  Company,  a  corporation, 
organized  and  existing  under  the  laws  of  the  State  of  Cali- 
fornia, having  its  principal  place  of  business  at  Elsinore, 
San  Diego  County,  California,  in  pursuance  of  a  resolution 
of  its  Board  of  Directors,  passed  and  adopted  at  a  regular 
meeting  of  said  board,  duly  held  on  the  loth  day  of  August, 
1889,  has  sold  to  Pedro  Pacheco,  for  one  dollar  and  other 
considerations,  a  certain  part  of  the  mining  ground  owned 
by  said  Victor  Coal  Company,  being  that  certain  mining 
claim,  containing  coal  or  kindred  substances,  situate  in  said 


208  NEW  SECRETARY'S  MANUAL. 

county  of  San  Diego,  State  of  California,  and  known  as 
and  called  the  "Black  Diamond  Ledge;  " 

And,  Whereas,  Said  sale  of  said  "Black  Diamond  Ledge'' 
to  said  Pedro  Pacheco,  for  the  consideration  aforesaid,  is  for 
the  best  interests  of  the  Victor  Coal  Company  and  of  its 
stockholders ; 

Now,  Therefore,  The  undersigned,  being  the  holders  of 
more  than  two-thirds  of  the  capital  stock  of  said  Victor  Coal 
Company,  which  capital  stock  is  divided  into  500  shares,  and 
severally  the  holders  on  the  books  of  said  corporation  of  the 
number  of  shares  set  opposite  their  respective  signatures, 
do  hereby  ratify  said  sale  and  conveyance  and  do  consent 
that  said  deed  of  conveyance  shall  be  delivered  to  said  Pedro 
Pacheco. 

Dated  at  Elsinore,  California,  this  i2th  day  of  August, 
A.  D.  1889. 

Bon  Ton  Mining  Company  (holding  50  shares). 

(In  Witness  Whereof,  Said  Bon  Ton  Mining  Company,  a 
corporation,  organized  and  existing  under  the  laws  of  the 
State  of  California,  by  resolution  of  its  Board  of  Directors, 
adopted  August  nth,  1889,  has  hereunto  caused  its  corpo- 
rate name  and  seal  to  be  affixed,  by  its  President  and  its 
Secretary,  this  izth  day  of  August,  A.  D.  1889.) 

Bon  Ton  Mining  Company. 
By  its  President,  Benjamin  Bo  swell. 
[SEAL]  By  its  Secretary,  Samuel  Johnson. 

Eben  Elliott,  holding 150  shares 

John  Doyle,  holding 100  shares 

W.  L.  Brown,  holding  50  shares 

R.  F.  Hatcher,  holding 100  shares 

Stephen  Jones,  holding 50  shares 

[Acknowledgment.] 


NEW  SECRETARY'S  MANUAL.  209 

MISCELLANEOUS  FORMS. 

Affidavits. — Certificates. — Consent. — Powers  of  Attorney. — 
Release. — Notices. — Bond. 

No.  59.— OATH  OF  DIRECTORS  OF  NATIONAL  BANK. 

STATE  OF  ,         ) 

COUNTY  OF .  I  b' 

We,  the  undersigned,  directors  of  the ,  of 

in  the  State  of ,  being  citizens  of  the  United  States, 

and  residents  of  the  State  of ,  do  each  for  himself,  and 

not  one  for  the  other,  solemnly  swear  that  we  will,  severally, 
so  far  as  the  duty  devolves  on  us,  diligently  and  honestly  ad- 
minister the  affairs  of  said  association;  and  that  we  will  not 
knowingly  violate,  or  willingly  permit  to  be  violated,  any  of 
the  provisions  of  the  Statutes  of  the  United  States  under 
which  said  association  has  been  organized;  and  each  for 
himself  does  solemnly  swear  that  he  is  the  owner  in  good 
faith  and  in  his  own  right,  of  the  number  of  shares  of  stock 
required  by  said  statutes  subscribed  by  him  or  standing  in 
his  name  on  the  books  of  said  association,  and  that  the  same 
is  not  hypothecated  or  in  any  way  pledged  as  security  for 
any  loan  or  debt. 


Name. 

Residence. 

[Jurat] 

No.  60.— AFFIDAVIT   AS  TO  SALE  OF  DELINQUENT 
STOCK. 

STATE  OF  CALIFORNIA,       { 

COUNTY  OF  SAN  DIEGO,  j 

Stephen  Jones,  being  duly  sworn,  deposes  and  says:  That 
he  is  the  Secretary  of  the  Victor  Coal  Company,  a  corpora- 
tion organized  and  existing  under  the  laws  of  the  State  of 
California. 

That  the  following  is  a  copy  of  notice  of  sale  of  the  shares 
of  the  capital  stock  of  said  corporation,  upon  which  there 


2 IO  NEW    SECRETARY  S    MANUAL. 

was  due  and  unpaid  at  the  date  of  said  notice  the  amounts 
set  opposite  the  respective  certificates  in  said  notice  set  forth: 
.(Copy  of  Notice.) 

That  on  the  —  day  of ,  189—,  the  date  specified  in 

said  notice,  and  under  and  by  virtue  of  said  notice,  he  caused 
to  be  offered  for  sale  at  the  office  of  said  corporation,  at 
room  No.  4  of  the  Brunswick  Block,  in  the  town  of  Elsi- 
nore,  California,  the  following  shares  of  stock  of  said  corpo- 
ration, represented  by  the  certificates  hereinafter  mentioned, 
and  that  the  same  were  sold  to  said  Victor  Coal  Company, 
viz.: 

Certificate  No. ,  for shares  of  the  capital  stock  of 

said  corporation,  standing  in  the  name  of on  the  books 

of  said  corporation,  was  sold  to  said  Victor  Ceal  Company, 

through  Ebett  Elliott  ,\\sV\ct  President, for  the  sum  of  $112.25: 

(Repeat  for  each  certificate.) 

That  said  sums  for  which  said  sales  of  said  stock  were  so 
made,  were  the  full  amount  of  said  assessment  and  of  all 
costs  and  charges  due  on  each  parcel  of  said  stock  so  sold, 
and  that  said  stock  was  so  sold  to  said  Victor  Coal  Company 
only  after  each  of  said  parcels  of  stock  had  separately  been 
offered  for  sale,  in  pursuance  of  said  notice,  and  no  bids  had 
been  made  thereon  or  on  any  part  or  portion  thereof. 

Deponent  further  says  that  the  said  sale,  made  at  the  time 
and  place  aforesaid,  was  in  all  respects  honestly,  fairly  and 
legally  conducted,  to  the  best  of  his  knowledge  and  belief, 
and  that  said  shares  of  said  stock  were  purchased  by  said 
corporation  fairly  and  in  good  faith. 

Deponent  further  says  that  at  his  request  the  offering  for 
sale  of  said  stock  was  made  by  Augustus  Pelham,  a  licensed 
auctioneer.  Stephen  Jones. 

Subscribed  and  sworn,  etc. 
STATE  OF  CALIFORNIA,  1 

COUNTY  OF  SAN  DIEGO.  /     ' 

Augustus  Pelham,  being  duly  sworn,  deposes  and  says: 
That  he  is  a  duly  licensed  auctioneer,  having  his  office  in  the 


NEW  SECRETARY'S  MANUAL.  ill 

town  of  Elsinore,  California;  that  he  has  read  the  foregoing 
affidavit  of  Stephen  Jones,  and  that  the  same  is  in  all  respects 
true: 

That  at  the  request  of  said  Stephen  Jones,  Secretary  of  saic 
Victor  Coal  Company,  he  offered  for  sale  and  sold  at  public 
auction  the  stock  in  said  affidavit  mentioned;  that  said  stock 
and  all  thereof  was  bid  in  by  said  Victor  Coat  Company,  as  in 
said  affidavit  mentioned,  and  that  none  of  said  stock  was  so 
bid  in  until  said  stock  had  been  offered  for  sale  in  separate 
parcels,  according  to  the  number  of  each  certificate  of  stock 
so  sold,  and  no  bid  had  been  made  thereon,  or  for  any  por- 
tion thereof,  by  any  person  whomsoever;  and  that  said  stock 
was  bid  in  by  said  corporation,  as  aforesaid,  only  after  such 
offering  for  sale  and  failure  to  receive  bids  thereon  as  afore- 
said. Augustus  Pelham. 

Subscribed  and  sworn,  etc. 

No.    6t— NOTARY'S     CERTIFICATE— CORPORATION 
ACKNOWLEDGMENT. 

(CALIFORNIA.) 
STATE  OF  CALIFORNIA,         1 

COUNTY  OF .  /  ss' 

On  this  —  day  of ,  A.  D.  one  thousand  eight  hun- 
dred and  ninety ,  before  me, a  Notary  Public, 

in  and  for  said County,  residing  therein,  duly  com- 
missioned and  sworn,  personally  appeared ,  known 

to  me  to  be  the  President,  and ,  known  to  me  to  be 

the  Secretary  of  the  ,  the  corporation  described  in 

and  that  executed  the  within  and  annexed  instrument,  and 
severally  acknowledged  to  me  that  such  corporation  exe- 
cuted the  same. 

In  Witness  Whereof,  I  have  hereunto  set  my  hand  and 

affixed  my  official  seal,  at  my  office,  in  the  city  of , 

county  of ,  State  of ,  the  day  and  year  in  this 

certificate  first  above  written. 

Notary  Public, 


212  NEW  SECRETARY'S  MANUAL. 

No.  62.— CERTIFICATE  OF  SECRETARY. 

I,  Stephen  Jones,  Secretary  of  the  Victor  Coal  Company,  hereby 
certify  the  foregoing  to  be  a  full,  true  and  correct  copy  of  a 
resolution  unanimously  passed  and  adopted  by  the  Board 
of  Directors  of  said  corporation,  at  a  meeting  of  said  Board, 
duly  held  on  this  j//4  day  of  August,  A.  D.  1888,  and  that 
the  same  has  not  been  revoked.  Stephen  Jones, 

[SEAL]  Secretary  Victor  Coo!  Company. 

No.  63.— CERTIFICATE  OF  SECRETARY. 

Office  of  the  Victor  Co*l  Company,      \ 
Elsinore,  San  Diego  County ,  California,  j 

I,  the  undersigned,  Secretary  of  the  Vic  to-  Coal  Company ; . 
a  corporation  organized  and  existing  under  the  laws  of  the 
State  of  California,  do  hereby  certify  and  declare  that  the 
foregoing  is  a  full,  true  and  correct  copy  of  a  resolution 
adopted  at  a  regular  meeting  of  the  Board  of  Directors  of 
said  corporation,  duly  and  regularly  convened  and  held  at 
the  office  of  said  company,  in  the  town  of  Elsinore,  State  of 
California,  on  the  zoth  day  of  December,  1887,  at  one  o'clock 
p.  M.,  and  that  said  resolution  has  been  duly  entered  as  a 
part  of  the  record  of  the  proceedings  of  said  meeting  in  the 
minute  book  of  said  corporation,  on  pages  9  and  10  of  said 
book. 

In  Witness  Whereof,  I  have  hereunto  subscribed  my  name 
and  affixed  hereto  the  corporate  seal  of  said  Victor  Coal  Com- 
pany, this  »ist  day  oi  December,  A.  D.  1887. 

Stephen  Jones, 

[SEAL]  Secretary  Victor  Coal  Company. 

No.  64.— AFFIDAVIT  OF  SECRETARY  AS  TO  SERVICE 
OF  NOTICE. 

STATE  OF 1 

COUNTY  OF j   ' 

,  being  duly  sworn,  deposes  and  says:  That  he  is  the 

Secretary  of  the ,  a  corporation  organized  and  exist- 


NEW   SECRETARY  S    MANUAL.  213 

ing  under  the  laws  of  the  Slate  of  ,  and  having  its 

principal  place  of  business  at ,  county  of ,  State 

of ;  that  on ,  the  —  day  of ,  189-,  he  per- 
sonally desposited  in  the  United  States  post-office  at , 

County  and  State  aforesaid,  under  cover,  postage  prepaid, 
a  printed  notice,  directed  to  each  of  the  following  named 
persons  at  the  addresses  given,  to  wit: — 

NAMES.  ADDRESSES. 

Said  printed  notice  is  in  the  words  and  figures  following, 

to  wit: — 

(Here  give  copy  of  notice.) 

,  Secretary  of . 

Subscribed  and  sworn,  etc. 

No.  65.— CERTIFICATE  OF  CORPORATION  STOCK. 

No.  532.  200  Shares. 

THE  COLORADO   MINING   COMPANY. 

Incorporated  under  the  laws  of  the  State  of   Colorado, 
April  i,  1882.     Capital  stock,  $2, 000,000.     Shares,  |io  each. 

This  is  to  certify  that  Pelig  Prouty  is  the  owner  of  two 
hundred  shares  of  the  capital  stock  of 

The  Colorado  Mining  Company. 

Transferable  only  on  the  books  of  the  company,  in  person 
or  by  attorney,  upon  the  surrender  of  this  certificate. 

Pueblo,  Colorado,  December  $th,  1887. 

Jason  Jenkins,  Edward  Enderby, 

Secretary.  President. 

[CORPORATE  SEAL] 

(Stub.) 
Issued  for  No. . 


No.  of  Certificate . 

No.  of  shares . 

By  whom . 

Date ,  189-. 

Received  the  above  certificate  subject  to  the  Articles  of 
Incorporation  and  By- Laws  of  the  Company. 
Canceled  by  issue  of  No.  — . 
Date  of  Cancellation . 


214  NEW  SECRETARY'S  MANUAL. 

No.   66.— CONSENT    OF    STOCKHOLDERS   TO   ANY 

PROPOSITION.      (To   be    signed  by  stockholders 
and  entered  in  the  minute  book.) 

KNOW  ALL  MEN  BY  THESE  PRESENTS: 

That,  Whereas,  A  meeting  of  the  stockholders  of  the 
Victor  Coal  Company  has  been  called,  to  be  held  at  the 
office  of  the  corporation,  at  Elsinore,  San  Diego  County, 
California,  on  Wednesday,  April  i^th,  1887,  for  the  purpose 
of  considering  the  proposition  to  be  submitted  at  said 
meeting  of  said  stockholders,  whether  or  not — 

(Here  state  proposition.) 

And,  Whereas,  It  appears  to  us  that  such  proposed 
arrangement  would  be  for  the  best  interests  of  the  stock- 
holders of  the  Victor  Coal  Company,  and  for  ourselves,  as 
such  stockholders,  and  that  the  same,  if  effected,  will  be 
consistent  with  the  articles  of  incorporation  and  by  laws  of 
said  corporation; 

Now,  Therefore,  This  is  to  certify  and  declare  that  we  do 
now  consent  that  (here  state  to  what  consent  is  given)  shall 
be  made,  and  that  we  will  consent  and  are  hereby  consenting 
to  such ,  if  the  same  be  made. 

Dated  at  Elsinore  >  Cal.,  this  loth  day  of  April,  A.  D.  1887. 
(holding shares). 

No.  67.— POWER  OF  ATTORNEY  TO  VOTE,  ETC 

[Blank  Published.] 
KNOW  ALL  MEN  BY  THESE  PRESENTS: 

That  I,  Uriah  Heap,  do  hereby  constitute  and  appoint 
Stephen  Jones  my  true  and  lawful  attorney,  for  me  and  in 
my  name,  place  and  stead,  to  vote  as  my  proxy  at  the  an- 
nual meeting  of  the  stockholders  of  the  Victor  Coal  Company, 
to  be  held  on  Tuesday,  the  8th  day  of  June,  A.  D.  180,1,  on  Cer- 


NEW  SECRETARY'S  MANUAL.  215 

tificates  Nos.  31  and  32,  each  for  50  shares  of  the  capital  stock 
of  said  corporation,  standing  in  my  name  on  the  books  of  said 
corporation,  and  according  to  the  number  of  votes  to  which 
I  would  be  entitled  if  personally  present;  with  full  power  of 
substitution  and  revocation. 

Witness  my  hand  and  seal  at  San  Diego,  California,  this 
first  day  of  June,  1891. 

Uriah  Heap.     [SEAL] 

Witness:  Wesley  Todd. 

No.  68.— POWER    OF    ATTORNEY  TO  VOTE,   ETC. 

(From  Corporation.) 

KNOW  ALL  MEN  BY  THESE  PRESENTS: 

That  the  Unique  Brick  Company,  a  corporation,  organized 
and  existing  under  the  laws  of  the  State  of  California,  has 
constituted  and  appointed,  and  does  hereby  constitute  and 
appoint,  Clarence  Judson  its  true  and  lawful  attorney  and 
agent  for  said  corporation,  and  in  its  corporate  name,  place, 
and  stead,  and  as  its  corporate  act  and  deed,  to  appear  and 
vote  as  its  proxy  and  representative,  the  number  of  votes 
which  said  corporation  would  be  entitled  to  cast,  if  actually 
present,  at  any  and  all  meetings,  whether  regular  or  special, 
and  at  any  and  all  adjournments  of  said  meetings  of  the 
stockholders  of  the  Victor  Coal  Company,  a  corporation, 
organized  and  existing  under  the  laws  of  the  State  of  Cal- 
ifornia; with  full  power  and  authority  to  act  and  vote  as  the 
proxy  and  representative  of  this  corporation,  at  all  and  sin- 
gular the  said  meetings,  and  at  any  and  all  adjournments 
thereof,  and  in  every  respect  and  for  every  purpose  as  if  the 
said  Unique  Brick  Company  were  itself  personally  present 
and  acting  and  voting  therein;  and  full  power  and  authority 
are  hereby  conferred  upon  said  proxy  and  representative,  in 
the  name  of  this  corporation,  and  in  its  behalf,  and  as  its 
corporate  act  and  deed,  to  consent  in  writing  to  any  and  all 
votes  and  proceedings  thereof,  upon  the  records  of  said  meet- 
ings; and  full  power  and  authority  are  hereby  conferred 
upon  said  Clarence  Judson,  at  any  time,  and  from  time  to 
time,  to  substitute  in  his  place  and  stead,  as  the  proxy  and 
representative  of  this  corporation,  any  other  person  or  per- 
sons whom  he  may,  at  any  time  and  from  time  to  time,  des- 
ignate as  such  proxy  or  representative,  with  full  power  and 
authority  to  said  Cfarence  Jwfa?n,  at  any  time  and  from  time 


2i 6  NEW  SECRETARY'S  MANUAL. 

to  time  to  cancel  and  revoke  such  substitution  and  substitu- 
tions; the  person  or  persons  so  substituted  from  time  to 
time,  to  have  all  and  singular  the  power  and  authority 
hereby  conferred  upon  said  Clarence  Judson,  as  such  proxy 
and  representative. 

And  full  power  and  authority  are  hereby  conferred  upon 
said  Clarence  Judson,  to  consent  to  and  sign  in  writing  any 
and  all  papers,  or  any  propositions  whatever,  requiring  such 
assent  of  the  Unique  Brick  Company  as  the  owner  and 
holder  of  250  shares  of  the  capital  stock  of  the  Victor  Coal 
Company,  standing  in  the  name  of  said  Unique  Brick  Com- 
pany on  the  books  of  said  Victor  Coal  Company. 

In  Witness  Whereof,  Said  corporation  has  hereunto  caused 
its  corporate  name  and  seal  to  be  affixed,  by  its  President 
and  its  Secretary,  thereunto  duly  authorized  by  resolution 
of  its  Board  of  Directors,  duly  passed  and  adopted,  this 
fifth  day  of  April,  A.  D.  1888. 

Unique  Brick  Company. 
By  its  President:  L.  M.  Richmond. 

[SEAL]  By  its  Secretary:  Jose  Esquevel. 

No.  69.— POWER    OF    ATTORNEY    FROM    SEVERAL 
STOCKHOLDERS. 

KNOW  ALL  MEN  BY  THESE  PRESENTS: 

That  we,  the  undersigned  stockholders  of  the ,  Com- 
pany, a  corporation  of  the  State  of ,  having  its  princi- 

Eal  place  of  business  at ,  and  severally  the  owners  and 
olders  on  the  books  of  said  corporation  of  the  number  of 
shares  of  said  corporation  set  opposite  our  respective  signa- 
tures, have  nominated,  constituted,  and  appointed,  and  by 

these  presents  do  nominate,  constitute,  and  appoint 

our  attorney  for  us  and  in  our  names,  places,  and  stead,  to 
subscribe  the  by-laws  or  any  other  record  of  said  corpora- 
tion, in  which  or  to  which  our  subscription  as  such  stock- 
holders may  be  requisite  or  proper  or  conformatory  to  the 
rules,  by-laws  or  regulations  of  said  corporation: 

Also  to  transfer  by  endorsement,  by  our  signatures  re- 
spectively, any  and  all  certificates  of  stock,  and  to  make  de- 
livery thereof,  and  to  transfer  the  same  at  any  time  or  in  any 

manner  which  said  may,  in  his  discretion,  deem 

proper,  and  to  do  any  and  all  other  acts  which  are  or  may 
be  requisite  or  necessary  to  effect  such  transfer: 


NEW  SECRETARY'S  MANUAL.  217 

Also,  as  our  proxy,  to  appear  at,  participate  in,  and  vote 
all  of  our  said  stock  or  certificates  or  shares  of  stock  at  any 
and  all  meetings  and  elections  of  the  stockholders  of  said 
corporation,  which  may  be  had  for  any  purpose,  and  to  vote 
said  shares  at  any  meeting,  deliberation,  or  proceeding  in 
which  said  stock  or  certificates  ol  stock  may  be  entitled  to 
representation  or  participation,  or  in  which  we  or  any  of  us 
may  be  entitled  to  representation  or  participation,  as  fully 
and  amply  as  we  might  do  were  we  severally  present  in  per- 
son 

Hereby  ratifying  and  confirming,  etc. 


No.  70.— POWER  OF  ATTORNEY.    (To  Sell  Stock.) 

KNOW  ALL  MEN  BY  THESE  PRESENTS: 

That  I, ,  of ,  by  these  presents  do  make, 

constitute,  and  appoint my  true  and  lawful  at- 
torney for  me,  and  in  my  name,  to  sell,  assign  and  transfer, 
to  such  person  or  persons,  corporation  or  corporations,  at 
such  price  and  upon  such  terms  as  to  him  may  seem  expe- 
dient, the  following  number  of  shares  of  the  stock  of  the 
corporations  hereinafter  named,  and  to  that  end  to  execute 
any  and  all  papers  which  are  or  may  be  necessary  to  fully 
complete  and  carry  out  such  transfer;  the  stock  to  be  sold, 
assigned,  and  transferred  as  aforesaid,  is  described  as  fol- 
lows, to  wit : 

(Here  give  description.) 

Giving  and  granting  unto  my  said  attorney  full  power  and 
authority  to  do  and  perform  every  act  and  thing  necessary 
or  proper  to  be  done  in  the  execution  and  prosecution  of  the 
aforesaid  business,  as  fully  and  amply  as  1  might  do,  were  I 
personally  present;  with  full  power  of  substitution  and  rev- 
ocation; hereby  ratifying  and  confirming  all  that  my  said 
attorney,  or  his  substitute  or  substitutes,  shall  lawfully  do  or 
cause  to  be  done  by  virtue  of  these  presents. 

Witness  my  hand  and  seal  this day  of ,  A.  D. 

1891. 


2i8  NEW  SECRETARY'S  MANUAL. 

No.  71  .—POWER  OF  ATTORNEY  TO  RECEIVE  STOCK 
CERTIFICATE  AND  RECEIPT  THEREFOR. 

KNOW  ALL  MEN  BY  THESE  PRESENTS: 

That  I, ,  of  the  city  and  county  of ,  State 

of ,  do  hereby  make,  constitute,  and  appoint  ^— — 

my  true  and  sufficient  and  lawful  attorney  for  me,  and  in  my 

name  to  receive  from  the Company,  a  corporation, 

having  its  principal  place  of  business  at ,  certificates 

Nos. of  said  corporation,  for shares  of  its  capital 

stock,  to  be  issued  in  my  name,  and  to  receipt  therefor  on 
the  stock  books  of  said  corporation,  and  to  sign  the  by-laws 
of  said  corporation,  and  to  do  and  perform  all  necessary  acts 
in  the  execution  and  prosecution  of  said  business  in  as  full 
and  ample  a  manner  as  I  might  do  were  I  present  in  person. 

Witness,  etc. 

No.  72.— POWER  TO  RECEIVE  DIVIDENDS. 

KNOW  ALL  MEN  BY  THESE  PRESENTS: 

That  I, ,  do  hereby  constitute  and  appoint 

my  true  and  lawful  attorney,  in  my  name,  place,  and 

stead,  to  receive  all  dividends  which  are  or  shall  be  .payable 

on  the shares  of  the  capital  stock  of  the Company, 

now  standing  in  my  name  on  its  books,  and  to  give  receipt 
therefor. 

In  Witness,  etc. 

No.  73.— SUBSTITUTION  OF  ATTORNEY. 

KNOW  ALL  MEN  BY  THESE  PRESENTS: 

That  I,  James  Jameson,  of  Chico,  State  of  California,  under 
and  by  virtue  of  the  power  of  attorney  of  John  Jones,  bearing 
date  the  loth  day  of  June,  1891,  am  the  duly  constituted  and 
lawful  attorney  of  said  John  Jones,  with  full  power  of  substi- 
tution and  revocation: 

Now,  therefore,  under  and  by  virtue  of  the  power  of  at- 
torney aforesaid,  I,  the  said  James  Jameson,  4o  hereby  con- 
stitute and  appoint  Elmer  Packard  my  true  arid  lawful  attor- 
ney and  substitute,  to  do  and  perform  for  me,  and  also  for 
the  said  John  Jones,  every  act  and  thing  necessary  and  proper 
to  be  done  in  the  execution  and  prosecution  of  the  business 


NEW  SECRETARY'S  MANUAL.  219 

in  said  power  of  attorney  set  forth,  as  fully  as  I  might 
or  could  do,  by  and  under  said  power  of  attorney;  hereby 
ratifying  and  confirming  all  that  the  said  attorney  and  sub- 
stitute hereby  made  and  appointed  shall  do  in  the  premises, 
by  virtue  hereof,  and  of  the  said  power  of  attorney. 

Witness  my  hand  and  seal  this  isth  day  of  October,  one  thou- 
sand eight  hundred  and  eighty-nine. 

James  Jameson.     [SEALj 

No.  74.— SUBSTITUTION  OF  ATTORNEY.    (To  Be  En- 
dorsed on  the  Original.) 

KNOW  ALL  MEN  nv  THESE  PRESENTS: 

That  I, ,  by  virtue  of  the  authority  conferred 

upon  me  by  the  within  power  of  attorney,  do  hereby  consti- 
tute and  appoint ITP  true  and  lawful  substitute,  to  do 

and  perform  every  act  and  thin?  requisite  and  necessary  to 
be  done  in  the  execution  and  prosecution  of  the  business  set 
forth  in  said  power  of  attorney;  hereby  ratifying  and  confirm- 
ing all  that  my  said  substitute  shall  lawfully  do  or  cause  to 
be  done  by  virtue  hereof  and  of  the  within  power  of  attorney. 

Witness,  etc. 

No.  75.— REVOCATION  OF  POWER  OF  ATTORNEY. 

KNOW  ALL  MEN  BY  THESE  PRESENTS: 

That  the  power  of  attorney,  executed  by  me  on  th<* 

day  of  ,  A.  D.  189-,  whereby  I  constituted  and  ap- 
pointed   my  attorney  for  the  purposes  in  said  power 

set  forth,  is  hereby  wholly  countermanded,  revoked  and  an- 
nulled, as  well  as  all  power  and  authority  thereby  given  to 
said . 

In  Witness  Whereof,  etc. 


220  NEW    SECRETARY  S    MANUAL. 

No.  76.— RELEASE  OF  PERSONAL  INJURIES  CLAIM. 

DENVER,  Colo.,  September  25,  1899. 

Union  Pacific  Railway  Co. 
To  Geo.  W.  Sullivan,  Dr. 

For  amount  agreed  upon  in  full  settlement  of  claim  against 
Union  Pacific  Railway  Company  on  account  of  injuries  re- 
ceived August  15,  1899,  trains,  extra  engine  1362,  El  Moro, 
Colorado,  while  employed  as  brakeman,  and  in  full  of  all 

demands  and  claims  of  whatsoever  character 

$108. 

Paid  by  draft  No.  19908. 

I  hereby  certify  the  above  claim  to  be  correct. 

G.  N.  Manchester,  Claim  Agent. 

"  Received,  September  25,  A.  D.  1899,  of  the  Union  Pacific 
Railway  Company,  $108,  in  full  payment  of  the  above 
account.  In  consideration  of  the  payment  of  said  sum  of 
money,  I,  G.  W.  Sullivan,  of  Trinidad,  in  the  County  of  Las 
Animas,  and  State  of  Colorado,  hereby  remise,  release,  and 
forever  discharge  the  said  company,  of  and  from  all  manner 
of  actions,  suits,  debts,  and  sums  of  money,  dues,  claims, 
and  demands  whatsoever,  in  law  or  equity,  which  I  ever  had 
or  now  have  against  said  company  by  reason  of  said  matter, 
cause,  or  thing  whatever,  whether  the  same  arose  upon  con- 
tract or  upon  tort,  from  the  beginning  of  the  world  to  this 
day. 

' '  In  testimony  whereof,  I  have  hereunto  set  my  hand  this 
25th  day  of  September,  1899.  G.  W.  Sullivan* 

"  Witness:    G.  N,  Manchester." 

No.  77. — CORPORATE  BOND. 

STOCKTON  AND  KERN   RAILWAY  COMPANY. 
STATE  OF  CALIFORNIA. 

First  Mortgage  Gold  Bond. 

No. .  $i,ooo. 

For  value  received,  Stockton  and  Kern  Railway  Com- 
pany, a  corporation  organized  and  existing  under  the  laws 


NEW   SECRETARY  S    MANUAL.  221 

of  the  State  of  California,  and  authorized  to  construct  and 
operate  a  railroad  in  the  State  of  California,  promises  to 
pay  to  the  bearer  of  this  bond  on  the  first  day  of  October, 
A.  D.  1940,  the  sum  of  one  thousand  dollars  ($1,000)  in  gold 
coin  of  the  United  States,  of  the  present  standard  of  weight 
and  fineness,  with  interest  thereon  at  the  rate  of  five  per 
cent  per  annum,  payable  semiannual!}-,  to  wit:  On  the  first 
day  of  October  and  on  the  first  day  of  April  of  each  year,  at 
the  office  of  the  Company,  in  the  City  and  County  of  San 
Francisco,  State  of  California,  or  at  the  office  of  the  financial 
agency  of  the  Company  in  the  City  of  New  York.  This 
bond  is  one  of  a  series,  each  of  the  denomination  of  one 
thousand  dollars  ($1,000),  numbered  consecutively  from  one 
(i)  to  six  thousand  (6,000),  both  inclusive,  the  payment  of 
the  principal  and  interest  of  which  is  secured  by  deed  of 
trust  from  this  company  to  the  Mercantile  Trust  Company 
upon  all  the  property  of  the  company.  If  default  shall  be 
made  in  the  payment  of  any  instalment  of  interest  on  this 
bond  when  the  same  shall  be  payable  and  payment  thereof 
shall  be  demanded  in  writing,  and  such  instalment  of  inter- 
est shall  remain  unpaid  for  six  (6)  months  after  such  demand, 
the  whole  amount  of  the  principal  of  said  bonds  shall  become 
due  and  payable  in  the  manner  provided  in  said  deed  of 
trust.  This  bond  is  subject  to  redemption  before  maturity, 
as  provided  in  the  said  deed  of  trust,  and  is  to  be  valid  only 
when  authenticated  by  a  certificate  endorsed  hereon,  signed 
by  the  trustee,  to  the  effect  that  it  is  one  of  the  bonds 
mentioned  in  said  deed  of  trust. 

In  Witness  Whereof,  Stockton  and  Kern  Railway  Com- 
pany has  caused  its  corporate  name  to  be  hereto  signed  by  its 
president,  and  its  corporate  seal  to  be  hereunto  affixed, 
attested  by  its  secretary,  this  first  day  of  October,  A.  D.  1899, 
and  the  annexed  interest  coupon  to  be  executed  by  the 
engraved  signature  of  its  treasurer. 

[SEAL]  Stockton  and  Kern  Railway  Company, 

By  —  ,  President. 

Attest: -,  Secretary. 


222  NEW  SECRETARY'S  MANUAL. 


Coupon  No. of  Bond  No  -  — 

The  Stockton  and  Kern  Railway  Company  will  pay  to  the 

bearer  on  the day  of  — , , 

the  sum  of  twenty-five  dollars  ($25.  fifo)  in  United  States  gold 
coin  of  the  present  standard  of  weight  and  fineness,  at  its 
office  in  the  City  and  County  of  San  Francisco,  or  at  the 
office  of  its  financial  agency  in  the  City  of  New  York,  the 
same  being  six  (6)  months'  interest  then  due  on  its  first 

mortgage  bond,  No.  — 

. ,  Treasurer. 


TRUSTEE'S  CERTIFICATE. 

This  bond  is  one  of  the  bonds  described  in  the  within 
mentioned  deed  of  trust. 

The  Mercantile  Trust  Company.  Trustee. 
By ,  Vice-President. 


NOTICES. 


A  notice  is  the  express  information  of  a  fact. 

The  requisites  of  a  valid,  legal  notice  are  :— 

That  the  notice  be  given  in  writing,  and  be  signed  by  one 
having  authority;  that  it  state  the  time  and  place  of  meet- 
ing of  a  general  meeting,  and  the  time,  place,  and  business 
to  be  transacted  at  a  special  meeting;  that  it  be  given  to 
every  person  having  a  right  to  attend  the  meeting  thereby 
called,  and  that  such  notice  be  given  for  such  length  of  time 
prior  to  the  date  of  meeting  as  required  by  statute  or  by-law. 

In  reckoning  the  period  of  time  for  which  a  notice  shall 
be  given  previous  to  the  date  specified  in  the  notice,  it  is 
customary  to  exclude  the  first  day  of  such  period  and  in- 


NEW  SECRETARY'S  MANUAL.  223 

elude  the  last  one;  and,  if  the  notice  is  published  in  a  daily 
newspaper,  Sundays  and  holidays  are  usually  excluded. 

Whenever  an  act  of  a  secular  nature,  other  than  a  work  of 
necessity  or  mercy,  is  appointed  by  law  or  contract  to  be 
performed  upon  a  particular  day,  which  day  falls  upon  a 
holiday,  the  rule  most  generally  observed  is  that  such  act 
may  be  performed  upon  the  next  business  day  with  the  same 
effect  as  if  it  had  been  performed  upon  the  day  appointed. 
A  provision  to  this  effect,  in  respect  to  corporate  meetings, 
should  be  made  in  the  by-laws. 

The  secretary1  should  retain  a  copy  of  every  notice.  An 
impression  of  a  written  or  typed  notice  may  be  made  in  the 
letter  book,  and  a  printed  notice  pasted  therein,  together 
with  a  list  of  the  names  and  addresses  of  the  persons  to 
whom  the  notice  is  sent,  and  indexed  accordingly.  In  case 
acceptance  of  service  is  desired,  two  copies  of  the  notice 
should  be  delivered  or  mailed,  the  copy  having  the  ac- 
ceptance clause  thereon  to  be  signed  by  the  acceptor  and 
returned  to  the  secretary. 

No.  78.— DIRECTORS'  MEETING.    (Regular.) 

Office  of  the  Victor  Coal  Company,     \ 
Elsinore,  Cal.,  May  ijth,  1888.  J 


(Salutation.) 

A  regular  meeting  of  the  Board  of  Directors  of  the  Victor 
Coal  Company  will  be  held  at  the  office  of  the  company,  at 
Elsinore,  California,  on  Tuesday,  the  2<)th  day  of  May,  1888, 
at  one  o'clock  p.  M.  Stephen  Jones, 

Secretary. 

No.  79.— STOCKHOLDERS'  MEETING.     (Special,  with 

Acceptance  of  Service. ) 

Office  of  the  Victor  Coal  Company, 
Elsinore,  California,  March  joth,  1887. 


DEAR  SIR:     Please  take  notice  that  a  special  meeting  of 
the  stockholders  of  the  Victor  Coal  Company  will  be  held  at 


224  NEW  SECRETARY  S   MANUAL. 

the  office  of  the  company  at  Elsinore,  California,  on  Wednes- 
day, April  ifth,  1887,  at  one  o'clock  p.  M.,  for  the  purpose  of 
considering  and  acting  upon  the  proposition  hereby  made, 
whether  or  not  this  corporation — 

(Here  state  proposition.) 
By  order  of  the  Board  of  Directors. 

Stephen  Jones, 
Secretary  Victor  Coal  Company. 

I  hereby  accept  due  and  legal  service  of  copy  of  the  above 
notice  on  me,  this day  of  188-. 


The  following  are  for  publication  and  also  for  service  by 
mail  or  personally. 

No.  80. — STOCKHOLDERS'  MEETING.    (Annual.) 

Office  of  the  American  Oil  Company. 
To  the  stockholders  of  the  American  Oil  Company: 

Please  take  notice  that  the  annual  meeting  of  the  stock- 
holders of  the  American  Oil  Company  will  be  held  at  the 
principal  office  of  the  company,  in  the  town  of  Hudson, 
Summit  County,  Ohio,  on  Thursday,  the  6th  day  of  Novem- 
ber, 1890,  at  12  o'clock  noon,  for  the  purpose  of  electing 
Directors,  and  for  the  transaction  of  such  other  business  as 
may  properly  come  before  the  meeting.  The  stock  transfer 
books  of  the  company  will  be  closed  on  Thursday,  the  i6th 
day  of  October,  1890,  at  3  o'clock  p.  M.,  and  will  remain 
closed  until  Friday,  the  jth  day  of  November,  1890,  at  10 
o'clock  A.  M. 

B    order  of  the  Board  of  Directors. 

M.  R.  French, 
Secretary. 

Dated,  October  8,  i8go. 


NEW  SECRETARY'S  MANUAL.  225 

No.   81.— STOCKHOLDERS'   MEETING.      (Adjourned 

Annual.) 

The  annual  meeting  of  the  stockholders  of  the  Consoli- 
dated Gold  Mining  Company,  adjourned  pursuant  to  the  call 
of  the  president,  is  hereby  called  and  will  be  held  at  the  office 
of  the  company,  at  No.  10  Commercial  Street,  Nevada  City, 
California,  on  Monday,  the  fth  day  of  May,  1802,  at  two 
o'clock  P.  M.  of  said  day,  for  the  purpose  of  electing  a  Board 
of  Directors  to  serve  for  the  ensuing  year,  and  for  the  trans- 
action of  such  other  business  as  may  come  before  the  meet- 
ing. Said  meeting  having  been  adjourned  subject  to  the 
call  of  the  president  therefor,  and  the  said  board  having  on 
the  ist  day  of  April,  1892,  passed  a  resolution  fixing  the 
time  of  said  meeting,  and  authorizing  and  directing  the 
president  to  call  said  meeting  for  May  4th,  1892,  as  afore- 
said, and  instructing  the  secretary  to  give  notice  thereof. 

Dated,  April  2,  1892. 

Robert  Bruce, 
President. 

Attest:  Douglass  Downie,  Secretary. 

No.  82.— NOTICE  OF  SALE  OF  PLEDGED  PROPERTY. 

NOTICE  OF  SALE  BY  PLEDGEE  OF  PROPERTY 
PLEDGED. 

Public  notice  is  hereby  given  by  John  Hasler,  as  pledgee 
of  personal  property  pledged  to  him,  as  follows,  to  wit: — 

Whereas,  The  Colonial  Construction  Company,  a  corpora- 
tion organized  under  the  laws  of  the  State  of  California,  did 
on  January  26,  1899,  at  San  Francisco,  California,  make  and 
deliver  its  certain  promissory  note  to  John  Hasler,  or  order, 
for  the  sum  of  fifty  thousand  dollars,  in  gold  coin  of  the 
United  States,  payable  one  year  after  date,  or  at  the  option 
of  the  maker  thereof  at  any  time  within  said  year  after  six 
months  after  date,  with  interest  thereon  from  January  26, 


226  NEW  SECRETARY'S  MANUAL. 

1899,  until  paid,  at  the  rate  of  one  per  cent  per  month,  pay- 
able monthly  in  advance,  said  principal  and  interest  to  be 
paid  only  in  gold  coin  of  the  United  States; 

And,  Whereas,  Said  Colonial  Construction  Company  did 
on  said  26th  day  of  January,  1899,  deliver  to  and  pledge  with 
said  John  Hasler,  as  collateral  security  for  the  payment  of 
said  promissory  note  and  the  interest  and  expenses  which 
might  accrue  thereon,  the  following  personal  property,  that 
is  to  say: 

One  hundred  sinking  fund  first  mortgage  six  per  cent  gold 
bonds  of  the  denomination  of  one  thousand  dollars  each, 
numbers  1001  to  noo  inclusive,  each  of  said  bonds  having 
attached  thereto  sixty  interest  coupons  for  thirty  dollars  each, 
payable  on  the  isth  day  of  May  and  November  in  each  year 
from  May  15,  1897,  until  the  i3th  day  of  May,  1921,  the  date 
of  the  maturity  of  said  bonds;  said  one  hundred  bonds  and 
coupons  thereto  attached  having  been  issued  by  the  San 
Francisco  and  San  Mateo  Railway  Company,  a  corporation 
organized  and  existing  under  the  laws  of  the  State  of  Cali- 
fornia, and  bearing  date  the  isth  day  of  May  1897,  and  each 
of  said  bonds  being  one  of  a  series  of  eleven  hundred  bonds 
in  denominations  of  one  thousand  dollars  each,  amounting 
in  the  aggregate  to  one  million  one  hundred  thousand 
dollars,  issued  by  said  San  Francisco  and  San  Mateo  Rail- 
way Company ; 

And,  Whereas,  Said  Colonial  Construction  Company  did  in 
case  of  non-payment  of  said  promissory  note,  or  of  the 
interest  thereon  when  due,  authorize  and  empower  said 
John  Hasler,  or  his  assigns,  to  sell  or  cause  to  be  sold  at 
public  auction  in  San  Francisco,  California,  after  at  least  five 
days'  notice  to  said  Colonial  Construction  Company,  and 
without  other  demand  or  notice,  the  whole  or  any  part  of 
said  security  so  pledged  as  aforesaid,  and  to  deliver  the 
same  to  the  purchaser  or  purchasers  thereof,  and  to  apply 
the  proceeds  of  such  sale  to  the  expenses  of  such  sale,  in- 
cluding attorneys'  fees  at  the  rate  of  one-half  of  one  per  cent 


NEW    SECRETARY  S   MANUAL.  227 

of  the  amount  then  due  on  said  promissory  note,  and  to  the 
amount  due  on  said  promissory  note  and  the  interest  due 
thereon  at  said  time,  pursuant  to  the  terms  of  a  certain 
instrument  in  writing  dated  the  26th  day  of  January,  1898, 
duly  executed  and  delivered  by  said  Colonial  Construction 
Company  on  said  day  to  said  John  Hasler,  and  under  the 
terms  and  conditions  therein  contained  ; 

And,  Whereas,  Said  Colonial  Construction  Company  has 
failed  and  refused  to  pay  said  indebtedness,  after  demand 
for  the  payment  thereof,  and  there  now  remains  due  and 
unpaid  thereon  from  said  Colonial  Construction  Company 
the  sum  of  $50,000  principal,  in  gold  coin  of  the  United 
States,  with  interest  thereon  from  January  26,  1899,  at  the 
rate  of  i  per  cent  per  month,  with  accruing  interest ; 

Now,  Therefore,  I,  the  undersigned,  John  Hasler,  as 
pledgee  aforesaid,  do  hereby  give  public  notice  that  on  Tues- 
day, the  i4th  day  of  February,  A.  D.  1900,  at  12  o'clock  M.  of 
that  day,  at  10  Montgomery  Street,  in  the  City  and  County  of 
San  Francisco,  State  of  California,  by  and  through  Baldwin  & 
Hammond,  auctioneers,  that  being  the  place  designated  by 
them  for  holding  auction  sales  in  said  city  and  county,  expose 
for  sale  and  cause  to  be  sold  at  public  auction  to  the  highest 
bidder  for  cash  in  gold  coin  of  the  United  States,  the  whole 
or  so  many  of  said  one  hundred  bonds  so  issued  by  said 
San  Francisco  and  San  Mateo  Railway  Company,  as  afore- 
said, with  the  interest  coupons  thereto  attached  as  aforesaid, 
now  in  my  possession  as  pledgee,  and  hereinabove  particu- 
larly described,  as  may  be  necessary  to  pay  the  indebtedness 
of  said  Colonial  Construction  Company  to  me,  and  interest, 
attorney's  fees  and  all  expenses  of  sale,  and  will  apply  the 
proceeds  of  said  sale  to  the  payment  of  said  indebtedness 
and  interest,  said  attorney's  fees  and  all  expenses  of  sale, 
and  the  balance,  if  any  there  be,  will  be  paid  over  to  said 
Colonial  Construction  Company,  pursuant  to  the  terms  of 
said  written  agreement  dated  January  26,  1899,  as  aforesaid. 

Dated,  San  Francisco,  Cat.,  February  6,  1900. 

John  Hasler,  Pledgee. 


228  NEW  SECRETARY'S  MANUAL. 


No.  83.— CHANGE  OF  PRINCIPAL  PLACE  OF  BUSINESS. 

VENTURA  ELECTRIC  LIGHT  COMPANY. 

NOTICE  OF   INTENTION    TO   CHANGE    PRINCIPAL    PLACE 
OF    BUSINESS. 

Notice  is  hereby  given  that  in  pursuance  to  the  written 
consent  of  the  holders  of  more  than  two-thirds  (%)  of  the 
capital  stock  of  the  Ventura  Electric  Light  Company,  a  cor- 
poration created  under  the  laws  of  the  State  of  California, 
which  said  written  consent  has  been  obtained  and  filed  in 
the  office  of  said  corporation,  it  is  the  intention  of  said 
corporation  to  remove  and  change  its  principal  place  of 
business  from  the  City  of  Ventura,  County  of  Ventura,  State 
of  California,  to  the  City  and  County  of  San  Francisco,  State 
of  California,  said  removal  or  change  to  take  effect  immedi- 
ately after  the  expiration  of  three  (3)  weeks  from  the  first 
publication  of  this  notice. 

Dated  at  Ventura,  Ventura  County,  California,  the  2yth 
day  of  April,  1892. 

[SEAL]  Ventura  Electric  Light  Company. 

By  Cyrus  Keene,  Secretary. 


No.  84.— NOTICE  OF  ASSESSMENT. 

NOTICE  OF  ASSESSMENT. 

El  Monte  Silver  Mining  Company. — Location  of  principal 
place  of  business,  San  Francisco,  California;  location  of 
works,  Virginia  Mining  District,  Storey  County,  Nevada. 

Notice  is  hereby  given  that  at  a  regular  meeting  of  the 
Board  of  Directors,  held  on  the  $th  day  of  May,  A.  D.  1891, 
an  assessment  of  two  dollars  per  share,  or  two  per  cent  on 
each  one  hundred  dollars,  was  levied  upon  the  subscribed 
capital  stock  of  the  corporation,  payable  immediately  in 


NEW   SECRETARY  S    MANUAL.  229 

United  States  gold  coin,  to  the  secretary  of  said  company, 
at  its  office,  No.  76  Kearny  Street,  Room  22,  in  the  city  of 
San  Francisco,  California. 

Any  stock  upon  which  this  assessment  shall  remain  un- 
paid on  the  loth  day  of  June,  i8gi,  will  be  delinquent  and 
advertised  for  sale  at  public  auction,  and  unless  payment  is 
made  before,  will  be  sold  on  Wednesday,  the  6th  day  of  July, 
1891,  to  pay  the  delinquent  assessment,  together  with  cost  of 
advertising  and  expenses  of  sale. 

By  order  of  the  Board  of  Directors. 

Leander  Leggett,  Secretary. 

Office: — No.  /<5  Kearny  Street,  Room  22,  San  Francisco, 
California. 

No.  85.— DELINQUENT  SALE  (Postponement). 

DELINQUENT  NOTICE. 

El  Rio  Mining  Company. — Location  of  principal  place  of 
business,  Los  Angeles,  California;  location  of  works,  Tomb- 
stone Mining  District,  Cochise  County,  Arizona. 

NOTICE. 

There  are  delinquent  upon  the  following  described  stock, 
on  account  of  assessment  No.  5,  levied  on  the  2oth  day  of 
January,  1891,  the  several  amounts  set  opposite  the  names 
of  the  respective  shareholders,  as  follows: — 


Names. 

No.  of  Certificate.      No.  of  Shares. 

Amount. 

1 

And  in  accordance  with  law  and  an  order  of  the  Board  of 
Directors,  made  on  the  2oth  day  of  January,  1891,  so  many- 
shares  of  each  parcel  of  such  stock  as  may  be  necessary  will 
be  sold  at  public  auction,  at  the  office  of  the  company,  No. 
310  Spring  Street,  Rooms  /j  and  77,  Los  Angeles,  California, 


230         NEW  SECRETARY  S  MANUAL. 

on  Tuesday,  the  2^th  day  of  March,  1891,  at  the  hour  of  3 
o'clock  p.  M.  of  said  day,  to  pay  said  delinquent  assessment 
thereon,  together  with  cost  of  advertising  and  expenses  of 
sale.  J.  P.  Webb,  Secretary. 

Office: — No.  310  Spring  Street,  Rooms  75  and  77,  Los 
Angeles,  California. 

POSTPONEMENT. 

Notice  is  hereby  given  that  the  sale  of  the  above  delin- 
quent stock  has  been  postponed  to  Wednesday,  April  8th, 
1891,  at  the  same  hour  and  place. 

By  order  of  the  Board  of  Directors. 

J.  P.  Webb,  Secretary. 

Office: — No.  j/o  Spring  Street,  Rooms  75  and  77,  Los 
Angeles,  California. 


No.  86.— NOTICE  WHERE  ASSESSMENT    HAS  BEEN 
ENJOINED. 

ASSESSMENT  NOTICE. 

OSO   LAND  AND   WATER    COMPANY. 

Location  of  principal  place  of  business,  City  of  Los 
Angeles,  County  of  Los  Angeles,  State  of  California. 

Notice  is  hereby  given  that  at  a  meeting  of  the  Directors, 
held  on  the  gth  day  of  December,  1899,  an  assessment  of  ten 
dollars  (|io)  per  share  was  levied  upon  the  capital  stock 
of  the  corporation,  payable  immediately  to  Manuel  Duran, 
treasurer  of  said  company,  at  the  Los  Angeles  National 
Bank,  Los  Angeles  City,  California,  on  the  corner  of  Spring 
and  First  Streets,  in  said  city. 

That  the  day  then  fixed  for  the  delinquency  of  said  assess- 
ment was  January  n,  1900,  and  that  the  day  then  fixed 
for  the  sale  of  delinquent  stock  was  January'  31,  1900,  at 
10  o'clock  A.  M.,  but  that  as  to  twenty-five  shares  of 


NEW  SECRETARY'S  MANUAL.  231 

said  capital  stock  standing  in  the  name  of  Jose  Dutra,  cer- 
tificate No.  80,  total  assessment  $250,  the  sale  thereof  was, 
prior  to  the  date  advertised  for  the  sale  thereof,  stayed  by  a 
writ  of  injunction,  which,  on  the  iyth  day  of  November,  1899, 
terminated,  and,  on  the  27th  day  of  November,  1899, 
by  reason  of  the  omission  in  the  course  of  proceedings  for 
collection  because  of  said  injunction,  the  directors,  at  a 
meeting  regularly  held  on  said  last-named  day,  by  a  resolu- 
tion directed  the  secretary  to  cause  to  be  published  anew  a 
notice  of  said  assessment  of  December  9,  1899,  appointing 
Saturday,  the  3oth  day  of  December,  1899,  as  the  day  on 
which  said  unpaid  assessment  of  Jose  Dutra  shall  become 
delinquent,  and  Wednesday,  the  ijth  day  of  January,  1900, 
at  10  o'clock  A.  M.,  as  the  day  for  the  sale  of  said  stock,  if 
the  same  shall  remain  delinquent,  and  that  said  secretary 
cause  notice  of  said  assessment  to  be  published  in  like  man- 
ner as  upon  the  former  publication  thereof;  now,  notice  is 
hereby  given  that  said  assessment  is  payable  immediately  to 
Manual  Duran,  treasurer  of  said  company,  at  the  Los 
Angeles  National  Bank,  Los  Angeles  City,  California,  on 
the  corner  of  Spring  and  First  Streets,  of  said  city,  and  that 
said  stock  upon  which  this  assessment  shall  remain  unpaid 
on  Saturday,  the  3Oth  day  of  December,  1899,  will  be  delin- 
quent and  advertised  for  sale  at  public  auction,  and  unless 
payment  is  made  before,  will  be  sold  on  Wednesday,  the  ijth 
day  of  January,  /poo,  at  10  o'clock  A.  M.,  to  pay  the  delin- 
quent assessment,  together  with  costs  of  advertising  and 
expenses  of  sale. 

Douglass  Dunn, 

Secretary  of  the  Oso  Land  and  Water  Company. 
Office: — No.  f$6j  Broadway,  City  of  Los  Angeles,  County 
of  Los  Angeles,  State  of  California. 

No.  87.— DIVIDEND  NOTICE. 

Elsinore  Savings  Bank. — For  the  half  year  ending  June 
jot/t,   s8oo,  a  dividend  (No.  j)   has   been   declared  by  the 


232  NEW  SECRETARY'S  MANUAL. 

Board  of  Directors  of  the  Elsinore  Savings  Bank,  at  the  rate 
of  5  per  cent  per  annum  on  term  deposits  and  3  per  cent  per 
annum  on  ordinary-  deposits,  free  of  taxes.  Payable  on  and 
after  July  loth,  1890. 

Paul  Pry, 
Secretary-  and  Cashier  of  Elsinore  Savings  Bank. 


PART  FOURTH. 


The  dissolution  of  a  corporation  may  be  voluntary 
or  involuntary,  and  in  either  case  the  franchise  reverts 
to  the  sovereign  power  from  which  it  was  derived. 

Involuntary  dissolution  by  forfeiture  can  only  be 
effected  by  judicial  proceedings  against  the  corpora- 
tion, but  a  corporation  will  not  be  considered  as  ac- 
tually dissolved  because  its  condition  would  warrant 
steps  for  its  dissolution. 

A  corporation  may  become  extinct  by  the  expira- 
tion of  the  term  of  existence,  as  limited  by  its  charter, 
or  by  the  death  of  all  its  members. 

A  corporation  of  California  may  be  voluntarily  dis- 
solved by  written  application  to  the  Superior  Court  of 
the  county  in  which  the  principal  place  of  business  of 
the  corporation  is  located.  Such  application  must  be 
signed  by  a  majority  of  the  directors  or  trustees,  be 
verified  as  required  by  law,  and  set  forth  that  the  dis- 
solution of  the  corporation  has  been  resolved  upon  by 
a  two-thirds  vote  of  the  stockholders  or  members  had 
at  a  meeting  called  for  that  purpose,  and  that  all  claims 

16  ( 233 ) 


234  XKW  SECRETARY'S  MANUAL. 

and  demands  against  the  corporation  have  been  fully 
discharged. 

If  the  court  is  satisfied  that  the  application  is  in 
conformity  with  law,  the  judge  must  order  the  appli- 
cation to  be  filed  and  direct  the  clerk  to  give  not  less 
than  thirty  nor  more  than  fifty  days'  notice  of  the 
application  by  publication.  Any  person  may  file 
objections  to  the  application  at  any  time  before  the 
time  of  publication  expires.  When  the  decree  of  dis- 
solution is  rendered,  the  directors  or  managers,  unless 
other  persons  are  appointed  by  the  Court,  are  trustees 
for  the  creditors  and  stockholders,  and  have  full  power 
to  wind  up  the  affairs  of  the  corporation.  The  ap- 
plication, notices,  proof  of  publication,  objections, 
if  any,  and  declaration  of  dissolution,  constitute  the 
judgment  roll,  from  which  an  appeal  may  be  taken  as 
in  the  case  of  other  judgments  of  the  Superior  Court. 

No.  88.— RESOLUTION  OF  DIRECTORS,  CALLING  MEET- 
ING OF  STOCKHOLDERS  TO  CONSIDER  DISSOLU- 
TION. • 

Whereas,  This  corporation,  Oso  Land  Company,  is  not 
actively  engaged  in  the  prosecution  of  the  business  for 
which  it  was  chiefly  organized,  and  it  appears  in  the  judg- 
ment of  the  Board  of  Directors  that  it  will  be  for  the 
best  interests  of  the  corporation  and  of  its  stockholders  that 
the  corporation  should  be  dissolved,  its  business  wound  up, 
and  its  assets  disposed  of  according  to  law; 

Now,  Therefore,  Be  it  Resolved,  That  a  meeting  of  the 
stockholders  of  this  corporation,  Oso  Land  Company,  be 


NEW   SECRETARY  S   MANUAL.  235 

and  the  same  is  hereby  called  and  ordered  to  be  held  at  the 
office  of  said  corporation,  at  Room  No.  10  of  the  Oso  Land 
Company's  building,  at  the  corner  of  Tenth  and  Main 
Streets,  in  the  town  of  Oso,  San  Diego  County,  California, 
on  Tuesday,  the  fifth  day  of  April,  A.  D.,  1899,  at  the  hour 
of  I  P.  M.,  for  the  purpose  of  considering  and  acting  on  the 
proposition  to  dissolve  the  said  corporation,  wind  up  its 
affairs,  and  dispose  of  its  assets  according  to  law.  And  the 
secretary  of  this  corporation  is  hereby  ordered  and  directed 
to  give  notice  of  the  said  meeting  by  publishing  notice 
thereof  in  the  Oso  Oracle,  a  weekly  newspaper  published  at 
said  town  of  Oso,  once  a  week  for  at  least  two  weeks  prior 
to  the  date  of  said  meeting,  and  by  mailing  a  copy  of  said 
notice  to  each  of  the  stockholders  whose  names  appear  on 
the  company's  books,  sufficiently  addressed,  directed  to  his 
last-known  place  of  residence,  if  known,  and  if  not  known, 
then  at  Oso,  San  Diego  County,  California,  the  principal 
place  of  business  of  the  corporation. 

No.  89.— NOTICE  OF  MEETING. 

NOTICE  OF  SPECIAL   MEETING   OF  THE  STOCK- 
HOLDERS OF  THE  OSO  LAND  COMPANY. 

Office  of  Oso  LAND  COMPANY,  \ 
Oso,  Cal.,  March  15,  1898.     / 

In  pursuance  of  a  resolution  duly  passed  and  adopted  by 
the  Board  of  Directors  of  the  Oso  Land  Company  at  a  meet- 
ing of  said  board  duly  held  on  the  isth  day  of  March,  1899, 
and  duly  entered  in  the  minute  book  of  said  corporation, 

Notice  is  hereby  given  that  a  meeting  of  the  stockholders 
of  said  corporation  is  hereby  called,  and  will  be  held  at  the 
office  of  said  corporation,  at  room  No.  10  of  the  Oso  Land 
Company's  building,  at  the  corner  of  Tenth  and  Main 
Streets,  in  the  town  of  Oso,  San  Diego  County,  California, 
on  Tuesday,  the  5th  day  of  April,  1899,  at  the  hour  of  i  p.  M. 


236  NEW  SECRETARY'S  MANUAL. 

of  said  day,  for  the  purpose  of  considering  and  acting  upon 
the  proposition  to  dissolve  the  said  corporation,  wind  up  its 
affairs,  and  dispose  of  its  assets  according  to  law,  and  to 
authorize,  empower  and  direct  its  Board  of  Directors  to  take 
the  necessary  steps  therein.  Frank  Flaco, 

Secretary  Oso  Land  Company. 

No.   90.— RESOLUTION  OF   DIRECTORS   DIRECTING 
DISSOLUTION. 

Resolved,  That  in  pursuance  of  the  instructions  received 
from  the  stockholders  of  this  corporation,  as  expressed  by- 
resolution  passed  by  them  at  their  special  meeting  aforesaid, 
held  on  the  5th  day  of  April,  1899,  immediate  steps  be 
taken  for  the  payment  of  the  debts  of  this  corporation,  the 
distribution  of  its  assets  and  its  dissolution,  by  due  process 
of  law;  that  the  president  and  secretary  are  hereby  in- 
structed forthwith  to  pay  all  of-  the  debts  of  this  corpora- 
tion, and  immediately  thereafter  to  cause  to  be  prepared  by 
the  attorneys  of  this  corporation,  and  duly  executed  by  the 
members  of  the  Board  of  Directors,  a  proper  petition  to  the 
Superior  Court  of  this  County  of  San  Diego,  praying  for  the 
dissolution  of  this  corporation,  and  to  prosecute  said  pro- 
ceedings with  all  convenient  speed. 

.Resolved,  That  the  said  distribution  be  made  as  soon  as 
practicable  after  the  filing  of  the  said  petition  in  court;  and 
the  president  and  secretary  are  hereby  authorized  and 
directed  to  conduct  said  distribution,  and  that  in  making  such 
distribution  the  president  and  secretary  shall  require  from 
the  stockholders  proper  receipts  and  acquittances,  in  full,  for 
their  respective  distributive  shares  of  the  assets  of  this  cor- 
poration, and  the  surrender  of  their  certificates  of  shares  in 
the  stock  of  this  corporation,  properly  endorsed,  to  be 
held  by  the  president  and  secretary  for  cancellation  or 
destruction,  upon  the  entry  of  the  decree  of  final  dissolution. 


NEW  SECRETARY'S  MANUAL.  237 

No.  91.— PETITION  FOR  VOLUNTARY  DISSOLUTION  OF 
A  CORPORATION. 

In  the  Superior  Court  of  the  County  of  —  — ,  State  of 
California. 

In  the  matter  of  the  voluntary  dissolution  of  the ,  a 

corporation. 

To  the  Honorable,  the  Superior  Court  of  the  County  of 
,  State  of  California, 


Now  comes  the ,  a  corporation,  by ,  its  Board 

of  Directors,  heretofore  duly  elected,  qualified,  and  now 
acting  as  such  board,  and  shows  to  your  Honorable  Court: 

That  said  is  a  corporation,  heretofore  duly  organ- 
ized, and  now  existing  under  the  laws  of  the  State  of  Cali- 
fornia, and  having  its  principal  place  of  business  at , 

in  the  County  of ,  State  of  California; 

That  a  meeting  of  the  stockholders  of  said  corporation 
was  duly  called  by  resolution  of  its  Board  of  Directors,  for 
the  purpose  of  considering  and  acting  upon  the  question  of 
winding  up  the  affairs  of  the  corporation,  paying  its  debts, 
distributing  its  assets  and  effecting  its  dissolution,  to  be  held 

on  the day  of ,  at  —  o'clock  — .  M.,  at 

the  office  of  said  corporation,  at  said  town  of ; 

that  due  notice  of  the  holding  of  said  meeting  was  given  in 
accordance  with  the  law,  by  personal  service  thereof  upon 
each  of  its  stockholders,  and  by  publication  thereof  for  three 
successive  weeks  prior  to  said  date  of  meeting,  in  the 

,  a  newspaper  of  general  circulation,  printed 

and  published  in  said  County  of ; 

That  the  total  number  of  shares  of  the  capital  stock  of 
said  corporation  is ,  all  of  which  were  issued  and  out- 
standing; that  on  the  said day  of ,  at 

—  o'clock  — .  M.,  and  at  the  place  named  in  said  notice,  a 
meeting  of  the  stockholders  of  said  corporation  was  held, 
whereat  were  present  stockholders  holding  collectively 


238  NEW  SECRETARY'S  MANUAL. 

shares  of  the  said  stock;   that  at  said  meeting  there 

were  duly  and  unanimously  passed  and  adopted  by  the 
affirmative  vote  of  stockholders  holding shares,  reso- 
lutions directing  the  dissolution  of  the  corporation,  the 
winding  up  of  its  affairs,  and  the  distribution  of  its  assets; 

That  all  debts,  claims,  and  demands  against  said  corpora- 
tion have  been  fully  satisfied  and  discharged;  and  that  the 
sole  assets  of  said  corporation,  subject  to  distribution  among 
its  stockholders,  consists  of ; 

That  the  number  of  the  Board  of  Directors  of  this  corpo- 
ration is  five  and  their  names  are  as  follows: — 

Wherefore,  Your  petitioners  pray  that  this  Honorable  Court 
will  order  this  petition  to  be  filed  with  the  clerk  thereof, 
and  that  the  clerk  give  not  less  than  thirty  nor  more  than 
fifty  days'  notice  of  this  application  by  publication  thereof  in 

the ,  a  newspaper  printed  and  published  in 

the  said  County  of ;  that  after  the  time  of  pub- 
lication has  expired,  this  Honorable  Court  may,  upon  five 
days'  notice  to  any  persons  who  have  filed  objections  within 
the  time  prescribed  by  section  1231,  C.  C.  P.,  or  without 
notice,  if  no  objections  have  been  filed,  proceed  to  hear  and 
determine  this  application;  and  after  such  hearing,  adjudge 
and  declare  this  corporation  dissolved  in  accordance  with 
the  law  in  such  cases  made  and  provided. 

And  your  petitioners  will  ever  pray. 

(Directors'  names.) 

)  Directors  of  the 
j      Company. 

(Verification.) 
STATE  OF  CALIFORNIA, 


COUNTY  OF 


ss. 


,  being  duly  sworn,  deposes  and  says  that  he  is  one 

of  the  directors  of  the ,  the  corporation  named  in  the 

foregoing  petition,  and  as  such  has  been   and  now  is  the 


NEW  SECRETARY'S  MANUAL.  239 

president  of  said  corporation;  that  —  —  are  the  remaining 
directors  of  said  corporation,  and  now  acting  as  such  direct- 
ors with  affiant,  and  that  said  directors  constitute  the  full 
Board  of  Directors  of  said  corporation.  That  affiant  has 
heard  read  the  foregoing  petition  of  said  corporation  for  the 
dissolution  thereof,  and  knows  the  contents  thereof,  and  that 
the  same  is  true  of  his  own  knowledge,  except  as  to  the 
matters  which  are  within  stated  on  information  and  belief, 
and  as  to  those  matters  he  believes  it  to  be  true. 


Subscribed  and  sworn,  etc. 

No.  92.— ORDER  OF  COURT  IN  DISSOLUTION. 

In  the  Superior  Court  of  the  County  of  San  Diego,  State 
of  California. 

In  the  matter  of  the  application  of  the  Oso  Land  Company 
for  a  declaration  of  dissolution. 

The  application  of  the  Oso  Land  Company,  a  corporation, 
for  a  decree  of  this  Court  declaring  said  corporation  dis- 
solved, signed  and  verified  by  a  majority  of  its  Board  of 
Directors,  having  been  presented  to  this  Court,  and  the 
Court  being  satisfied  that  said  application  is  in  conformity 
with  the  provisions  of  Title  VI,  Part  3  of  the  Code  of  Civil 
Procedure  of  the  State  of  California, 

It  is  hereby  ordered  that  said  application  be  filed  with  the 
clerk  of  this  Court,  and  that  the  said  clerk  give  thirty-five 
days'  notice  of  the  application,  by  publication  in  the  Oso 
Oracle,  a  newspaper  published  in  the  said  County  of  San 
Diego. 

Done  this  2gth  day  of  June,  A.  D.  1899. 

Hosea  Upright, 
Judge  of  the  Superior  Court. 


240  NEW  SECRETARY'S  MANUAL. 

No.   93. — NOTICE  OF  APPLICATION  FOR   DISSOLU- 
TION. 

NOTICE  OF  APPLICATION  FOR   DISSOLUTION. 

In  the  Superior  Court  of  the  County  of  San  Diego,  State 
of  California. 

In  the  matter  of  the  application  for  the  dissolution  of  the 
corporation  named  Oso  Land  Company,  Dept.  No.  2,  No. 

753- 

Notice  is  hereby  given  that  said  corporation,  Oso  Land 
Company,  on  October  17,  1899,  made  a  voluntary  applica- 
tion for  dissolution,  in  writing,  to  said  Court; 

That  said  Court  thereupon  on  said  i7th  day  of  October, 
1899,  made  an  order  directing  that  said  application  be  filed 
with  the  clerk  of  said  Court,  and  that  said  clerk  give  thirty- 
five  (35)  days'  notice  of  the  application  by  publication  in  the 
newspaper  named  Oso  Oracle,  the  same  being  a  newspaper 
published  in  said  county,  and  that  this  notice  is  now  given, 
and  will  be  published  according  to  said  order  in  said  news- 
paper, Oso  Oracle,  during  the  period  of  thirty-five  (35)  days 
from  and  after  the  2oth  day  of  October,  1899,  the  first  publi- 
cation being  made  on  Saturday,  October  21,  1899. 

Given  under  my  hand  and  the  seal  of  the  Superior  Court 
of  the  County  of  San  Diego,  State  of  California,  this  ijth 
day  of  October,  1899. 

W.  A.  Deane, 
County  Clerk. 

[SEAL]  By  E.  M.  Thompson, 

Deputy  Clerk. 


NEW  SECRETARY  S   MANUAL.  24! 

No.   94. — RECEIPT   AND  RATIFICATION  BY  STOCK- 
HOLDERS IN  DISSOLUTION. 

KNOW  ALL  MEN  BY  THESE  PRESENTS: 

That,  Whereas,  By  certain  resolutions  passed  and  adopted 
by  the  stockholders  of  the  Oso  Land  Company,  especially 
by  resolutions  adopted  respectively  on  the  isth  day  of  June 
and  the  23d  day  of  August,  1899,  the  directors  of  said  cor- 
poration were  directed  to  make  sale  and  disposition  of  the 
corporate  property,  and  distribute  the  corporate  capital  and 
assets  among  the  stockholders,  with  a  view  to  the  voluntary 
dissolution  of  the  corporation,  and  said  Board  of  Directors 
have  fully  performed  their  duties  in  the  premises,  in  sub- 
stantial accordance  with  the  plans  and  methods  agreed 
upon  and  established  by  the  stockholders  in  said  resolutions, 
and  do  now,  as  well  for  their  own  protection  as  for  the 
better  assurance  of  title  to  the  real  property  sold  and  dis- 
posed of  by  them,  request  from  the  stockholders  of  said  cor- 
poration a  formal  acquittance  from  all  liability,  and  ratifica- 
tion of  and  assent  to  all  of  the  actions  done  and  proceedings 
had  by  them  in  the  premises; 

Now,  Therefore,  We,  the  undersigned,  being  all  of  the 
stockholders  of  the  said  Oso  Land  Company,  and  being 
fully  advised  in  the  premises,  do  hereby  respectively  declare, 
acknowledge  and  agree  that  we  have  each  received  from 
,  constituting  the  Board  of  Directors  of  said  corpora- 
tion, our  full  proportionate  respective  shares  of  all  corporate 
property  constituting  its  capital  and  assets  in  dissolution; 
that  the  distribution  of  said  assets  has  been  fairly  and  equit- 
ably made,  and  we  do,  and  each  of  us  does,  hereby  assent 
to,  ratify  and  confirm  each  and  all  of  the  sales,  trans- 
fers, conveyances,  contracts,  agreements,  proceedings  and 
actions,  made,  executed,  entered  into,  had  or  done,  by 
the  said  Board  of  Directors,  or  their  predecessors  in  office, 
or  by  any  of  the  officers  of  said  corporation,  from  the 


242  NEW  SECRETARY'S  MANUAL. 

organization  of  the  corporation  to  the  present  time,  and 
especially  since  the  first  proceedings  had  with  view  to  disso- 
lution. And  in  consideration  of  the  receipt  by  each  one  of 
us  of  our  several  respective  shares  of  the  proceeds  of  the 
sales  and  transfers  hereinafter  described,  and  all  other  bene- 
fits accruing  to  us  by  reason  of  said  sales  and  transfers,  and 
without  intending  thereby  to  exclude  from  our  approval  and 
ratification  any  other  acts  done  by  said  directors  or  officers, 
we  do,  and  each  of  us  does,  hereby  particularly  assent  to, 
ratify  and  confirm  the  sales,  transfers  and  conveyances 
following;  that  is  to  say: — 

(i)  Sale  made  to of  a  tract  of  land as  per 

map  of ,  said  tract  containing acres,  conveyed 

by  deed  dated  and  recorded  in  the  office  of  the 

County  Recorder  of County  in  Book of  Deeds, 

at  page . 

Etc. 

And  we  do,  and  each  of  us  does,  hereby  release,  acquit 
and  forever  discharge  the  above-named  directors  and  offi- 
cers of  said ,  their  heirs,  executors,  and  assigns,  of  and 

from  all  claims  and  demands  whatsoever  which  we  now 
have,  or  could  hereafter  have,  against  them,  or  any  of  them, 
by  reason  of  their  acts  or  omissions  as  such  directors  or  offi- 
cers, and  especially  in  the  matter  of  the  winding  up  of  the 
affairs  of  the  company  and  distribution  of  its  assets. 

And  we  do  request  the  said  directors  to  proceed  forthwith 
to  take  the  final  steps  for  the  dissolution  of  said  corporation. 

Dated  at ,  this day  of  ,  189-. 


(Signatures.) 

No.  95.— SHAREHOLDER'S  RECEIPT  IN  DISSOLUTION. 

We,  the  undersigned,  comprising  all  of  the  stockholders 
of  the  Oso  Land  Company,  a  corporation,  now  in  process  of 
dissolution,  do  hereby  acknowledge  and  declare  that  we 


NEW  SECRETARY'S  MANUAL.  243 

have  each  of  us  received  from  —  ,  Secre- 
tary of  the  Oso  Land  Company,  our  proper  respective 
distributive  shares  of  the  property  and  assets  of  said  corpo- 
ration, consisting  of — ,  that  is  to  say: — 

I,  -  — ,  holding  -  -  shares  of  the 
capital  stock  of  said  Oso  Land  Company,  represented  by 
certificate  No. ,  have  received -. 


(Signatures. ) 

(Acknowledgments.) 

No.  96. — POWER  OF  ATTORNEY  IN  DISSOLUTION. 

POWER    OF    ATTORNEY. 

Whereas,  I,  —  — • — ,  of—  — , 
State  of  -  — ,  the  undersigned,  am  the 
owner  and  holder  of  Certificate  No. ,  represent- 
ing    shares  of  the  capital  stock  of  the  Oso  Land 

Company,  a  corporation  organized  and  existing  under  the 
laws  of  the  State  of  California,  and  having  its  principal 
place  of  business  at  San  Diego,  in  said  State;  and  the  stock- 
holders of  said  corporation  have  agreed  that  said  cor- 
poration should  be  dissolved,  and  its  assets,  consisting  of 
— ,  should  be  distributed  among 
its  shareholders; 

Now,  Therefore,  I  hereby  assent  to  said  dissolution  and 
distribution,  and  agree  to  receive  for  my  said  holding  in  the 

Oso  Land  Company .     And  I  do  hereby 

appoint  -  — ,  of ,  California,   my 

true  and  lawful  attorney,  for  me,  and  in  my  name,  place, 
and  stead,  to  act  for  me  in  all  matters  pertaining  to 
the  said  dissolution  of  said  Oso  Land  Company  and 
the  distribution  of  its  assets;  to  receive  for  me  — 
and  all  such  further  sums  of  money  which  may  be  coming 
to  me  upon  such  distribution,  and  for  them,  and  each  of 


244  NEW  SECRETARY'S  MANUAL. 

them,  to  sign  and  deliver  good  and  sufficient  receipts, 
releases,  and  acquittances;  to  surrender  to  said  Oso  Land 
Company  the  certificate  or  certificates  of  stock  in  said  com- 
pany which  I  now  own  or  which  I  may  acquire  before  said 
dissolution,  upon  receipt  of  my  proper  distributive  share  in 
said  dissolution,  and  in  my  name  to  make  all  proper  en- 
dorsements, and  sign  all  papers,  receipts,  or  memoranda 
which  may  properly  be  required  of  me  in  the  premises; 

Giving  and  granting  unto  my  said  attorney  full  power  and 
authority  to  do  and  perform  every  act  and  thing  whatsoever 
necessary  or  proper  to  be  done  in  the  execution  and  prose- 
cution of  the  aforesaid  business,  as  fully  and  amply  as  I 
might  do  were  I  personally  present;  with  full  power  of  sub- 
stitution and  revocation;  hereby  ratifying  and  confirming  all 
that  my  said  attorney,  or  his  substitute  or  substitutes,  shall 
lawfully  do,  or  cause  to  be  done,  by  virtue  of  these  presents. 

In  Witness  Whereof,  I  have  hereunto  set  my  hand  and 
seal,  this  —  —  day  of  —  — ,  A.  D.  1899. 

[SEAL]  — . 

No.  97.— FINAL  ORDER  OF  COURT  IN  DISSOLUTION. 

In  the  Superior  Court  of  the  County  of  San  Diego,  State 
of  California. 

In  the  matter  of  the  application  of  the  Oso  Land  Com- 
pany, a  corporation,  for  decree  of  dissolution. 

The  application  of  the  Oso  Land  Company,  a  corporation, 
duly  signed  and  verified  by  more  than  a  majority  of  the 
members  of  the  directors  thereof,  and  filed  herein  on  the 
loth  day  of  June,  1899,  for  a  decree  of  this  Court  declaring 
the  corporation  dissolved,  coming  on  regularly  to  be  heard 
this  day  in  open  Court,  and  it  appearing  to  the  Court  upon 
proof  introduced  that  due  and  legal  notice  of  said  applica- 
tion has  been  given  by  publication  for  not  less  that  thirty 
nor  more  than  fifty  days,  to  wit,  for  thirty-five  days,  in  the 
Oso  Oracle,  a  newspaper  of  general  circulation,  published 


NEW  SECRETARY'S  MANUAL.  245 

in  said  County  of  San  Diego,  State  of  California,  in  accord- 
ance with  the  law  and  the  previous  order  of  this  Court;  and 
Duncan  &  Steele  appearing  for  said  corporation  on  behalf 
of  said  application,  and  no  one  appearing  in  opposition 
thereto,  either  in  person  or  by  attorney,  and  no  objections  to 
the  said  application  having  been  filed,  and  the  said  corpora- 
tion having  produced  documentary  and  oral  evidence,  the 
Court  finds  the  following  facts  as  established  and  proved  to 
its  satisfaction: — 

First.  That  said  corporation,  the  said  Oso  Land  Com- 
pany, is  a  corporation,  duly  incorporated  and  existing  under 
the  laws  of  this  state,  and  at  all  of  the  times  hereinafter  men- 
tioned had,  and  now  has,  its  principal  place  of  business  at 
the  town  of  Oso,  in  said  County  of  San  Diego. 

Second.  That  at  a  meeting  of  the  stockholders  of  said 
corporation,  duly  called  and  held,  pursuant  to  resolution  of 
its  Board  of  Directors  for  the  purpose  of  considering  and 
acting  on  the  question  of  winding  up  the  affairs  of  said  cor- 
poration and  effecting  its  dissolution  on  the  3d  day  of  June, 
A.  D.  1899,  at  the  office  of  said  corporation  at  its  principal 
place  of  business  at  said  town  of  Oso,  which  meeting  was 
held  in  pursuance  to  due  notice  given  in  accordance  with  law, 
by  personal  service  thereof,  on  each  one  of  the  stockholders, 
and  by  publication  thereof,  at  which  meeting  there  were 
present  stockholders  thereof  holding  collectively  more  than 
two-thirds  of  the  capital  stock  thereof,  there  were  duly  and 
unanimously  passed  and  adopted  by  the  affirmative  vote  of 
all  of  said  stockholders  present  at  said  meeting  and  repre- 
senting as  aforesaid  more  than  two-thirds  of  the  capital 
stock,  resolutions  directing  the  dissolution  of  said  corpora- 
tion, the  winding  up  of  its  affairs  and  the  distribution  of  its 
assets. 

Third.  That  all  debts,  claims  and  demands  whatsoever 
against  said  corporation  have  been  fully  satisfied  and  dis- 
charged, save  and  except  certain  small  incidental  expenses 


246  NEW  SECRETARY'S  MANUAL. 

yet  to  accrue,  connected  with  the  dissolution  of  said  cor- 
poration. 

Fourth.    That  all  of  the  assets  of  said  corporation,  to  wit: 
—  have  been  distributed  among 

the  stockholders  of  this  corporation,  in  due  and  proper  pro- 
portion, each  to  each,  as  appears  by  the  receipts  signed  by 
all  of  said  stockholders,  acknowledging  that  they  have 
respectively  received  the  pro  rata  shares  coming  to  each  one 
of  them,  which  receipt  it  is  ordered  shall  be  filed  herein 
with  the  papers  in  this  proceeding. 

Fifth.  That  all  of  the  stockholders  of  this  corporation  have 
surrendered  their  certificates  of  stock,  and  that  the  same 
have  been  presented  to  this  Court,  duly  canceled. 

Sixth.  That  the  treasurer  of  this  corporation  holds  in  his 
hands  the  sum  of  twenty  and  fifty  one-hundredths  dollars 
($20.50),  estimated  to  meet  the  aforesaid  incidental  expenses 
yet  to  accrue. 

Seventh.  That  all  of  the  facts  set  forth,  and  all  of  the 
statements  made,  in  said  application  are  true,  and  that 
said  corporation  is  entitled  to  have  the  prayer  of  said  appli- 
cation granted  and  a  decree  of  dissolution  entered  herein; 

Now,  Therefore,  It  is  hereby  ordered,  adjudged,  decreed, 
and  declared  that  the  said  corporation,  Oso  Land  Company, 
be  and  the  same  is  hereby  dissolved. 

Done  in  open  Court  this  3ist  day  of  October,  1899. 

Hosea  Upright, 
Judge  of  the  Superior  Court. 


INDEX   TO  TEXT. 


[See  also  Index  to  Forms.    The  references  are  to  pages.} 

Acquisition  of  Mining  Property 203-207 

Acts  Ultra  Vires 199 

Amotion,  Power  of 5 

Articles  of  Association...) 

Articles  of  Incorporation/  9 

filing  the  articles.. 18 

forms  of ..36 

subsequent  changes  in  175 

By-Laws 68 

book  of  by-laws 69 

form  of 70 

Certificates  (see  Index  to  Forms) 211 

Charter 20 

Collateral  Security 168 

Corporate  Books  and  Records 100 

agenda  book 112 

books  of  account 101 

books  of  account  as  evidence 107 

book  of  stock  certificates 109 

cash  book 103 

check 103 

dividend  book nr 

examination  of  corporate  books 108 

minute  book 112 

opening  entries  in  journal 106 

record  books ..109 

voucher 102 

voucher  record 105 

Corporate  Contracts 198 

Corporate  Deed 198-200 

Corporate  Note 203 

Corporate  Powers 4 

Corporate  Property 5 

(247) 


248  INDEX. 

Corporate  Seal 199 

Corporation,  The I 

classification  of i 

aggregate 3 

benevolent. 3 

domestic 3 

foreign 3 

private 2 

public 2 

quasi-public 2 

railroad 16 

sole 3 

defined '. ...i 

dissolution  of 233 

Directors 86 

compensation  of 95 

directors  and  trustees 86 

disqualification  of 

duties  of 89 

holding  over 94 

knowledge  imputed  to 123 

liabilities  of 89 

majority  of 123 

meetings  of 123 

powers  of 88 

qualifications  of 86 

removal  of.. 98 

resignation  of 98 

status  of 87 

violation  of  duty 88 

Dividend 171 

Forms  (see  Index  to  Forms). 
Incorporators — 

acknowledgment  by 16 

Meetings 115 

adjournment  of 126 

annual 119 

ballot 120 

consent  to  holding 81,  137,  194 

elections  at 118 

general  and  special 115 

notice  of 116 

of  directors 123 

of  stockholders  or  members 117 

order  of  business  at 127,  128 


INDEX.  249 

quorum 101 

record  of 81,  112,  132-134 

tally  sheet '.  120 

when  meeting  falls  on  holiday 223 

Minute  Book , 112 

miscellaneous  entries  in 132 

Minutes,  how  taken  and  entered ..113 

reading  and  approval  of 114 

Notices 222 

Officers 90 

bond  of 96 

compensation  of 95 

liability  of 97 

manager 92 

president 90 

presiding  officer 124 

recording  officer 125 

secretary 91 

treasurer 91 

vice-president 91 

removal  of 98 

resignation  of 98 

Organization 66 

defective 21 

Pledge 168 

Promoters 6 

Prospectus 7 

Powers  of  Attorney 214 

Quorum 123 

Ratification 202 

Receiver 98 

Resolutions 145 

Rules  of  Order ......127 

Stock ....160 

assessment  on 169,  170 

capital  stock 160 

certificate  of 104 

common  163 

conversion  of 168 

dividend  on 171 

increase  of 176 

lien  on 172 

preferred  stock .163 

remedies  for  refusal  to  transfer 168 

share  defined 8 

17 


250  INDEX. 

stock  certificate  register in 

stock  journal  and  stock  ledger ....no 

subscriber  defined 8 

subscribed  stock  162 

subscription  agreements , 8 

transfer  of 165,  166 

transmission 165 

Stockholders 173 

consent  of 204 

liabilities  of 173 

meetings  of 117,  135 

suits  by 174 

rights  of 174 

Testatum  Clause 202 

Vote 121 

cumulative 122 


INDEX   TO  FORMS. 

[See  index  to  text.] 

NUMBER.    PACK. 

Acknowledgment-  - 

Certificate  of,  Notary 61        211 

"        "     New  Jersey ; ~  5          47 

Articles  of  Association 8          54 

Articles  of  Incorporation 9 

California,  Stock  Corporation 4          36 

Non-stock  Corporation 7          50 

"          Railroad 6          48 

New  Jersey,  Stock  Corporation 5          38 

Purposes  in — 

Baking  Powder  Co 14 

Bar  Association 15 

Chamber  of  Commerce 16 

Cemetery  Association 17 

Electric  Light,  Heat,  and  Power  Co 10 

Fruit  Exchange 8 

League  for  Better  Government 7 

Loan  and  Trust  Co.... 12 

Oil  Co 13 

Presbyterian  Church 18 

Trust  Corporation 5 

Railroad  Co n 

Society  of  Pioneers 19 

Amended  Articles  of  Incorporation 52 

Bond  of  Corporation,  with  Coupon 77 

By-Laws 20 

Certificates 

As  to  Resolution 38 

62 

63 

Of  Corporate  Stock ..  65 

Creating  Bonded  Indebtedness 55 

Consent  of  Stockholders 66 

Diminishing  Capital  Stock 53 

Of  Secretary  of  State 9 

(251) 


252  INDEX. 

Minutes,  Forms  for — 

Annual  Meeting , 25  132 

First  Meeting  of  Directors 23  82 

First  Meeting  of  Stockholders 22  81 

Miscellaneous  Entries 27  136 

Special  Meeting  to  Create  Bonded  Indebt- 
edness   26  134 

Notices,  Forms  for — 

Affidavit  as  to  Services  of 64  212 

Of  Assessment 84  228 

Of  Delinquent  Sale 85  229 

Of  Enjoined  Assessment 86  230 

Of  Dividend 87  231 

Of  Change  of  Place  of  Business 83  229 

Of  Directors'  Meeting 78  223 

Of  Stockholders'  Meeting  (Annual) 80  224 

"       Adjourned 81  225 

Of  Sale  of  Property  Pledged 82  225 

Of  Stockholders'  Meeting,  with  Acceptance 

of  Service 79  223 

Of  Meetings  in  Dissolution 89  234 

Petition,  for — 

Change  of  Corporate  Name 56  195 

For  Dissolution 91  236 

Powers  of  Attorney — 

To  Vote,  from  Individual 67  214 

To  Vote,  from  Several  Individuals 69  216 

To  Vote,  from  Corporation 68  215 

To  Sell  Stock 70  217 

To  Receipt  for  Stock 71  218 

To  Receive  Dividends 72  218 

Revocation  of 75  219 

Substitution  of 73  &  74  218-9 

In  Dissolution 96  242 

Promissory  Note — 

Of  Corporation,  with  Pledge  of  Stock 57  205 

Of  Corporation 38  *54 

Prospectus i  21 

Oath  of  Director 59  2O9 

Release  of  Personal  Injuries  Claim 76  220 

Ratification — 

By  Stockholders  of  Mining  Ground 58  207 

By  Stockholders  in  Dissolution 94  240 


INDEX.  253 

Resolutions — 

Amendment  to  By- Laws 39  154 

"      40  154 

Assessment  Levied  42  155 

Attorney  Appointed 43  155 

Acts  of  Directors  Ratified 50  159 

,  To  Receive  Conveyances 33  149 

i  To  Lease 34  149 

To  Consolidate  Properties 28  145 

To  Transfer  Property 29  146 

To  Accept  Payment  for  Property 30  147 

To  Sell  Water  Rights  31  147 

To  Reconvey  Property 32  147 

To  Borrow  Money 36  151 

To  Borrow  Money  and  Attach  Collateral...  37  151 

To  Borrow  Money,  etc 38  152 

To  Rescind  Contract 35  150 

Dividend  Declared 44  156 

Director  Disqualified  45  156 

Capital  Stock  Increased 46  157 

Directors  Increased 47  157 

Place  of  Business  Removed 48  157 

Regret  upon  Decease  of  President 49  1 58 

Special  Meeting  Called 41  155 

Execution  of  Instrument  Ratified 51  160 

Directing  Dissolution 90  235 

Rules  of  Order 24  147 

Subscription  Agreements — 

Of  Water  Co 2  29 

Of  Railroad  Co 3  30 


Vf  r     "TV  '  r~rr  nr  You  are  not  fully  equipped 

1V1I  .    J^ireCLOl  to  stand  well  among  your 

Mr     Qfr>oV~rin1r1^r  associates  corporate  unless 

iur.  otocKnoiaer  you  po^ss  a  copy  of  the 


Mr.  Secretary 

Vf  r     "TV  '  r~rr  nr 
1V1I  .    J^ireCLOl 

Mr     Qfr>oV~rin1r1 

iur.  otocKnoi 
Mr.  Attorney 

|ew  Secretary's 

You  will  find  it  the  right  book  at  the  right  time 

Don't  wait  until  you  have  to  telegraph  for  it,  but  order 
now.  Read  what  attorneys  and  prominent  corporation 
officers  have  said  about  THE  SECRETARY'S  MANUAL:  — 

We  regard  THE  SECRETARY'S  MANUAL,  by  W.  A.  Carney,  as 
a  valuable  hand-book  of  legal  and  practical  information  regard- 
ing corporations.  The  work  seems  to  be  complete  in  every 
respect,  and  the  convenient  arrangement  of  the  matter  con- 
tained in  it  is  especially  to  be  praised. 

CAREER,  BOAI/T  &  BISHOP. 

(Attorneys  at  Law,  San  Francisco,  Cal.) 

THE  SECRETARY'S  MANUAL  contains  so  much  that  I  make 
use  of  almost  daily  in  my  business  that  it  has  become  a  real 
vade  mecum,  and  it  lies  always  upon  my  desk.  I  see  it  in  many 
other  offices,  and  many  of  my  friends  have  spoken  of  its  great 
value  to  them.  The  real  merit  of  it  consists  of  the  varied  forms 
that  come  into  use  so  frequently  in  the  conducting  of  corporation 
business,  and  which  are  not  given  in  any  other  book  of  the  kind, 
so  far  as  I  know,  and  also  in  the  systematic  arrangement  of  the 
subjects  and  forms.  Besides  all  these,  the  legal  information 
relative  to  the  subject  of  corporations,  which  you  have  given  in 
the  new  edition,  is,  in  my  opinion,  valuable  and  excellent  in  all 
respects. 

HON.  THOMAS  R.  BARD. 

(Hueneme,  Cal.) 

The  NEW  SECRETARY'S  MANUAL  will  interest  you,  and 
what's  better,  it  will  aid  you;  it  will  give  you  clearer  ideas 
of  corporate  life,  form,  and  action  than  any  book  you  have 
ever  read.  See  table  of  contents. 

Price,  in  Cloth          -         -         -     $2.00 
Price,  in  Red  Russia  Leather     •        2.25 

Agents  Wanted  W.  A.  Carney, 

Santa  Paula,  Cal. 

See  Combination  Offers. 


Y; 


Lee's  Guide  to  Paris 


Size  6^x3^  inches 


Sno 

jfrencb  Conversation 


Illustrated  with  half-tones  and 
23  district  maps 

If  you  expect  to  attend  the 
Exposition  of  1900 
YOU  CAN  SAVE  MONEY 
by  getting  this  book 


PRICES 

Flexible  Morocco,  full  gilt       •      $1.00 
Flexible  Cloth,  red  edges     -       -       50 


See  Combination  Offer  further  on 

AGENTS  WANTED 

W.  A.  CARNEY,  Santa  Paula,  Cal. 


PARIS  and  its 

Splendors 
Parks 

Monuments 
and  Bridges 

are  fully 
1  -1  i 
described 

j 
All  about 

Routes 

Transportation 
Passports 
Custom  House 
Hotels 

French  Money 
Shopping 
Etc. 


EVERY  CORPORATION  should  have  a  copy  of 

CARNEY'S   V 
HANDY  BOOK 

For  Incorporated  Companies. 


It  Contains    .    .    . 

Memoranda  of  the  Order  of  Business  to  be  Transacted  at 

the  Annual   Meeting. 
Blank  Forms  of  Ballots  for  the  Stockholders  in  Electing  ibe 

Directors. 
Blank  Forms  of  Tally  Sheets  for  the  Tellers  in  arriving  at 

the  Result  of  the  Vote. 
Blank  Forms  of  Special  Proxies. 
Blank  Forms  of  General  Proxies. 

These  Blanks  are  bound  together  in  book  form  and  perforated,  so 
that  they  can  be  detached  as  wanted.  There  are  Blanks  enough 
to  last  an  ordinary  corporation  five  years. 

It  Secures     .    .    . 

Great  Convenience  to  the  Stockholders, 
Uniformity  in  Form,  and 
Uniformity  in  Size  for  filing  away. 


A  Secretary  who  has  the  stockholders'  interest  at  heart  cannot  do 
better  than  to  provide  a  copy  of  this  book. 

Price  50  cents  postpaid. 

W  A  CARNEY,        -         -        SANTA  PAULA,  CALIFORNIA. 


SOULE'S  NEW  SCIENCE  AND 
PRACTICE  OF  ACCOUNTS 


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Revised  and  Enlarged  Edition 
716  pages,  8xi  i  inches 


This  is  the  Bookkeepers'  VADE-MECUM 
in  the  realms  of  higher  accounting 


j]O  SIMILAR  WORK  ever  published 
contains  such  a  revelation  of 
Stock  Company  and  Expert  Ac- 
counting, Complex  Partnership 
Adjustments,  Short  Methods, 
Classifying  Accounts,  Locating 
Errors,  Daily  Proof  of  Ledgers, 
Higher  Work  of  Closing  Books, 
Changing  Commercial  Firms  to 
Stock  Companies,  Liquidating 
Estates,  Duties  of  Auditors,  Re- 
ceivers, Commissioners,  etc. 

a  mausoleum  filled  with  obsolete 

It  is  not  matter    foreign   to   accounts    or 

with  skeletons  of  dead  methods. 

an  Exhaustive  Treatise,  replete 
with  Advanced  Thought  and 
New  Discussions  on  Important 
Questions  pertaining  to  Ac- 
counts and  Complex  Financial 
Affairs  not  discussed  in  any 
other  similar  treatise. 

embraces  187  pages,  showing  all 

.  the  books  and    instruments  of 

Joint        writing  in  full.    The  Opening, 

Stock        Conducting,  Consolidation  and 

Book         Liquidation  of  Stock  Companies 

."       are    presented,    and    Treasury 

Keeping  Stock,  Preferred  Stock,  Forfeited 

Stock, Working  Capital,  etc.,  are 

discussed. 


It  is 


PRICE,  $4-00 


W.  A.  CARNEY 
Santa  Paula,  Cal. 


Carney's  Combination  Offers 


Soule's  New  Science  and  Practice  of  Accounts  ($4.00),  and 

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If  a  leather  bound  copy  of  NEW  SECRETARY'S  MANUAL 
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A     000678712     1 


